REGISTERED NUMBER: |
Report of the Directors and |
Unaudited Financial Statements for the Year Ended 31 December 2023 |
for |
Sigma PRS Investments |
(Fresh Wharf) Limited |
REGISTERED NUMBER: |
Report of the Directors and |
Unaudited Financial Statements for the Year Ended 31 December 2023 |
for |
Sigma PRS Investments |
(Fresh Wharf) Limited |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company information | 1 |
Report of the directors | 2 |
Statement of comprehensive income | 4 |
Balance sheet | 5 |
Statement of changes in equity | 7 |
Notes to the financial statements | 8 |
Sigma PRS Investments |
(Fresh Wharf) Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIRECTORS |
Other changes in directors holding office are as follows: |
RESULTS AND DIVIDENDS |
The loss for the year is £22,533 (2022: profit £1,321,708). The directors do not recommend the payment of a dividend for the current or period periods. |
GOING CONCERN |
The directors have reviewed the trading prospects and projected cash flows of the business and on that basis the directors have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Report of the Directors |
for the Year Ended 31 December 2023 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Statement of Comprehensive Income |
for the Year Ended 31 December 2023 |
2023 | 2022 |
as restated |
Notes | £ | £ |
TURNOVER |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) |
OPERATING PROFIT |
Interest receivable and similar income |
941,237 | 477,815 |
Revaluation of derivatives | 4 | (241,074 | ) | 334,226 |
(Loss)/gain on revaluation of investment property |
(39,284 |
) |
1,239,209 |
660,879 | 2,051,250 |
Interest payable and similar expenses |
5 |
( |
) |
( |
) |
(LOSS)/PROFIT BEFORE TAXATION |
6 |
( |
) |
Tax on (loss)/profit | 7 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
as restated |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 9 |
Derivative financial instruments | 10 |
Investment property | 11 | 26,639,284 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 16 | ( |
) | ( |
) |
NET ASSETS |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Balance Sheet - continued |
31 December 2023 |
2023 | 2022 |
as restated |
Notes | £ | £ |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Retained earnings | 18 | 3,607,688 |
SHAREHOLDERS' FUNDS |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 | 3,607,688 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | 3,585,155 | 3,585,255 |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Sigma PRS Investments (Fresh Wharf) Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group. |
Tangible fixed assets |
Fixtures and fittings | - |
Investment property |
Investment Property under construction is held at fair value, based on independent CBRE (UK) Limited valuation, acting in the capacity of External Valuers as defined in the RICS Red Book. |
Financial instruments |
Financial assets and financial liabilities are recognised on the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. |
The company uses derivatives financial instruments, specifically caps, to manage interest rate risk. The group does not use derivative financial instruments for speculative purposes. Derivatives are recognised in the Statement of Financial Position at fair value on the date the transaction is entered into and are subsequently re-measured at their fair values at year end. Changes in the fair value of derivatives are recognised in the Statement of Comprehensive Income. |
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all the risk and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Tax on the profit or loss for the period comprises current tax and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years. |
Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at the date that will result in an obligation to pay more, or a right to pay less or to receive more tax with the following exceptions: |
1) The recognition of deferred tax assets is limited to the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences. |
2) Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. |
Impairment |
When there is an indication of impairment, the company reviews the carrying value of its assets to determine whether those assets have suffered an impairment loss. The recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to determine the recoverable amount of an individual asset the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately. |
Where an impairment subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. |
Finance income |
Interest income from interest rate derivative hedges are accounted for on an accruals basis. |
Going concern |
The directors have reviewed the trading prospects and projected cash flows of the business and on that basis the directors have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY ESTIMATION |
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below: |
Investment property valuation |
Investment properties both completed and under construction are held at fair value, based on independent CBRE (UK) Limited valuations, acting in the capacity of External Valuers as defined in the RICS Red Book. |
Derivative financial instruments valuation |
Derivative financial instruments are held at fair value, based on independent Chatham Financial valuations, acting in the capacity of External Valuers. |
4. | REVALUATION OF DERIVATIVES |
2023 | 2022 |
as restated |
£ | £ |
Loss/(gain) on revaluation of interest caps |
241,074 |
(334,226 |
) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
as restated |
£ | £ |
Bank loan interest |
6. | (LOSS)/PROFIT BEFORE TAXATION |
The loss before taxation (2022 - profit before taxation) is stated after charging: |
2023 | 2022 |
as restated |
£ | £ |
Depreciation - owned assets |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | TAXATION |
Analysis of tax (income)/expense |
2023 | 2022 |
as restated |
£ | £ |
Current tax: |
Tax | ( |
) |
Deferred tax | ( |
) |
Total tax (income)/expense in statement of comprehensive income |
( |
) |
Factors affecting the tax expense |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
as restated |
£ | £ |
(Loss)/profit before income tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
(8,848 |
) |
309,987 |
Effects of: |
Tax rate changes | (581 | ) | 74,395 |
Capital allowances | (35,960 | ) | - |
Losses carried forward | 30,302 | - |
Disallowed expenses | - | 31,336 |
Group relief surrender | - | (105,916 | ) |
Tax (income)/expense | ( |
) |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
8. | PRIOR YEAR ADJUSTMENT |
In 2022, interest rate caps were taken out to give greater certainty over cashflow with regards to interest on the loans. The costs associated with this were previously accounted for within prepayments and amortised over the period of the hedge. In 2023, the hedges have been recognised at fair value. In order to provide clarity, as the hedges were entered into prior to 2023, the comparatives have been restated accordingly. |
2022 |
£'000 |
Net Assets - Original | 3,207,904 |
Trade & other receivables (amortised cost to derivatives and recognising accrued income) | 65,658 |
Derivative Financial Instrument (being cost and fair value adjustment) | 334,226 |
Net Assets - Restated | 3,607,788 |
The effect of the restatement on the Income Statement is as follows |
Profit per Original statement | 921,824 |
Gain on fair value of derivativefinancial instruments | 334,226 |
Reduction in Finance Costs (reversing amortisation of derivatives) | 65,658 |
Profit Restated | 1,321,708 |
9. | TANGIBLE FIXED ASSETS |
Fixtures |
and |
fittings |
£ |
COST |
At 1 January 2023 |
Additions |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | DERIVATIVE FINANCIAL INSTRUMENTS |
The fair value of derivative financial instruments was £256,326 (2022: £549,108) which is made up of a interest rate hedge. |
The derivative financial instrument was entered into in February 2022 and expires in January 2025. The notional loan amount is £14.8m with a strike rate of 1.25%. |
The cash payment or rebate is a function of the difference between strike rate per the agreement and the SONIA compounding rate with a 5 day look back. |
The loss in fair value of the derivative financial instrument in the year was £241,074 (2022: gain £334,226). |
11. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 January 2023 |
Revaluations | (39,284 | ) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Fair value at 31 December 2023 is represented by: |
£ |
Valuation in 2019 | 1,043,993 |
Valuation in 2020 | 512,850 |
Valuation in 2021 | 1,334,097 |
Valuation in 2022 | 1,239,209 |
Valuation in 2023 | (39,284 | ) |
Cost | 22,509,136 |
26,600,001 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
as restated |
£ | £ |
Trade debtors |
Other debtors |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
as restated |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Other creditors |
Accruals and deferred income |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
as restated |
£ | £ |
Bank loans (see note 15) |
15. | FINANCIAL LIABILITIES - BORROWINGS |
In the current year there is a bank loan of £14,820,000 (2022: £14,820,000). |
The bank loan is utilised to fund the Company’s investment in private rented sector property. The total facility is £14.8 million and interest is charged at commercial rates. The loan facility is secured on the company’s investment property. |
16. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
as restated |
£ | £ |
Deferred tax |
Deferred tax |
£ |
Balance at 1 January 2023 |
Provided during year | (9,821 | ) |
Balance at 31 December 2023 |
The deferred tax liability relates to unrealised property revaluations. |
Sigma PRS Investments |
(Fresh Wharf) Limited (Registered number: 12178935) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
17. | CALLED UP SHARE CAPITAL |
Allotted and issued: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | as restated |
£ | £ |
Ordinary Shares | £1 | 100 | 100 |
18. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the year | ( |
) |
At 31 December 2023 |
19. | POST BALANCE SHEET EVENT REGARDING THE ULTIMATE CONTROLLING PARTY |
With effect from 29 July 2024, London BTR Investments LP is regarded by the directors as being the company's ultimate parent company. Prior to this date London BTR Investments Ltd was regarded by the directors as the company's ultimate parent company. |