REGISTERED NUMBER: |
Financial Statements for the Year Ended 31 December 2023 |
for |
Birsay Holding Ltd |
REGISTERED NUMBER: |
Financial Statements for the Year Ended 31 December 2023 |
for |
Birsay Holding Ltd |
Birsay Holding Ltd (Registered number: 11310171) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 4 |
Birsay Holding Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
TOR |
Saint-Cloud Way |
Maidenhead |
Berkshire |
SL6 8BN |
Birsay Holding Ltd (Registered number: 11310171) |
Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 8 | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Share premium | 10 |
Capital redemption reserve | 10 | ( |
) | ( |
) |
Retained earnings | 10 |
SHAREHOLDERS' FUNDS |
Birsay Holding Ltd (Registered number: 11310171) |
Balance Sheet - continued |
31 December 2023 |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Birsay Holding Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006. |
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest£. |
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below. |
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements: |
- Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures; |
- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues': Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; |
- Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; |
- Section 33 'Related Party Disclosures': Compensation for key management personnel. |
The financial statements of the company are consolidated in the financial statements of Tritoria Finance AS. These consolidated financial statements are available from its registered office, Kveldroveien 7 1407 Vinterbro, Norway. |
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group. |
Birsay Holding Ltd is a wholly owned subsidiary of Tritoria UK Ltd and the results of Birsay Holding Ltd are included in the consolidated financial statements of Tritoria Finance AS Norway which are available from its registered office noted above. |
Going concern |
The company does rely on regular interest payments and the repayment of loans. The directors have analysed financial projections and cash flow forecasts for future periods, and concluded that there is sufficient operating headroom to continue to meet liabilities as they fall due therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements |
Related party transactions |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Critical judgements |
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
Recoverability of loans |
During the current and previous years, the company provided business loans to corporate entities and individuals. Some of the borrowers are start-up companies, whilst others are well-established businesses or special vehicle projects, requiring finance. |
Loans are issued based on comprehensive due diligence reviews and based on our knowledge of the market and borrowers. For example, factors such as the local property market, project location and type of building are taken into consideration. Some of these loans are therefore inherently high risk, and therefore a higher interest rate is charged. |
The vast majority of loans are expected to be repaid on or around due date. Some delay is always a possibility due to any factor. |
Interest is charged on each of the loans, with interest payable either periodically or in full at the loan redemption date. The majority of the loans are secured by way of a personal guarantee, mortgage deeds and/or security in company shares. |
The directors remain in contact with each of the borrowers and request regular financial reports and project updates, extending repayment terms if and where necessary. When assessing the recoverability of these loans, the directors consider factors such as repayments, financial performance of the corporate borrowers or credit profile of the individuals. |
Despite measures in place, loans may ultimately not be recoverable, either partly or in full, as the assessment is based on the future performance of third-party businesses or sale of properties. The company establishes a provision for any amounts that are estimated to be not recoverable. The Directors have carried out a risk assessment for loans due at the year end and have included a bad debt provision in the financial statements amounting to £564,829 (2022: £93,346). |
Turnover |
Turnover is recognised at the fair value of the interest received or receivable for loans provided in the normal course of business, and is shown net of VAT and other sales related taxes. |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Computers - 5 years straight line |
Freehold land is not depreciated. |
Tangible fixed assets are included at cost less depreciation and impairment. |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Basic financial assets |
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. |
Other financial assets |
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. |
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
Other financial liabilities |
Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through profit or loss. |
Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Impairment of fixed assets |
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the ti me value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. |
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
Cash and cash instruments |
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
Equity instruments |
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2022 - |
4. | AUDITORS' REMUNERATION |
31.12.23 | 31.12.22 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
19,585 |
18,650 |
Total audit fees | 19,585 | 18,650 |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
5. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
At 1 January 2023 |
and 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 |
6. | DEBTORS |
31.12.23 | 31.12.22 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
Amounts falling due after more than one year: |
Trade debtors |
Aggregate amounts |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Trade creditors |
Taxation and social security |
Other creditors |
8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.23 | 31.12.22 |
£ | £ |
Other creditors |
Birsay Holding Ltd (Registered number: 11310171) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | £ | £ |
Ordinary shares | £0.01 | 43,081 | 43,081 |
Each share has full voting rights, dividend rights and capital distribution rights attached to them |
10. | RESERVES |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | ( |
) | 43,928,189 |
Deficit for the year | ( |
) | ( |
) |
At 31 December 2023 | ( |
) | 43,343,298 |
11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
In forming our opinion, we have considered the adequacy of the disclosures made within the financial statements concerning the recoverability of debtors. In view of the significance of these uncertainties, we consider that this should be drawn to your attention, but our opinion is not qualified in this respect. |
for and on behalf of |
12. | ULTIMATE CONTROLLING PARTY |
The ultimate parent company is Tritoria Finance AS Norway. Its registered office is Kveldroveien 7 1407 Vinterbro, Norway. |
Tritoria Finance AS Norway is controlled by Tritoriastiftelsen Norway, which is considered to be the ultimate controlling party. |