Company registration number 10546921 (England and Wales)
SEGRAVE HOLDINGS 2 LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
PAGES FOR FILING WITH REGISTRAR
SEGRAVE HOLDINGS 2 LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
SEGRAVE HOLDINGS 2 LTD
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investment property
4
980,000
825,000
Investments
5
1
1
980,001
825,001
Current assets
Stocks
939,347
800,000
Debtors
6
8,976
9,687
Cash at bank and in hand
59
1
948,382
809,688
Creditors: amounts falling due within one year
7
(213,862)
(11,835,775)
Net current assets/(liabilities)
734,520
(11,026,087)
Net assets/(liabilities)
1,714,521
(10,201,086)
Capital and reserves
Called up share capital
8
1
1
Non-distributable profits reserve
9
372,699
217,699
Distributable profit and loss reserves
1,341,821
(10,418,786)
Total equity
1,714,521
(10,201,086)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 17 September 2024 and are signed on its behalf by:
Mr N R Baker
Mr S J Grech
Director
Director
Company registration number 10546921 (England and Wales)
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
1
Accounting policies
Company information
Segrave Holdings 2 Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Unit 6, Frilsham Home Farm, Yattendon, West Berkshire, United Kingdon, RG18 0XT.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 investment properties at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. However, the commercial properties and development site have been sold and the company has no further sources of income. Although costs have been reduced significantly these will need to be met by introduction from funds from the Directors/Shareholders, which they will undertake as needed. The directors intend to continue to look for further development sites. Monies from the collection of its debtors will be used to fund the continued operations.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (on completion of the sale), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rental Income from letting of commercial property is recognised on a straight line basis over the term of the lease.
1.4
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
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.
1.8
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 and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 4 -
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.
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.
1.9
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.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
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.
Directors have obtained valuations for Investment Properties, as disclosed in the notes to the financial statements.
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 5 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
2
2
4
Investment property
2023
£
Fair value
At 1 April 2022
825,000
Revaluations
155,000
At 31 March 2023
980,000
Investment property comprises commercial properties. The fair value of the investment property has been arrived at on the basis of a valuation carried out at each reporting date by an independent firm of surveyors, Stiles Harold Williams Partnership LLP. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
1
1
Fixed asset investments are in respect of the Ordinary £1 Share held in the wholly owned subsidiary Segrave Saxley Management Ltd (formally known as Saxley Court Management Ltd).
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
3,600
Other debtors
5,376
9,687
8,976
9,687
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 6 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
53,779
18,874
Amounts owed to group undertakings
1
11,769,883
Other creditors
160,082
47,018
213,862
11,835,775
There were two charges in regards to the amounts owing to group undertakings, a fixed charge over all fixed assets, and a floating charge over all other assets - these were both satisfied on 24th October 2022 as part of the change of ownership.
Included within other creditors is an amount owed to the parent company Segrave Saxley 2 Ltd of £107,075
8
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary of £1 each
1
1
9
Non-distributable profits reserve
2023
2022
£
£
At the beginning of the year
217,699
162,699
Non distributable profits in the year
155,000
55,000
At the end of the year
372,699
217,699
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
10
Audit report information
(Continued)
- 7 -
Qualified opinion on financial statements
We have audited the financial statements of Segrave Holdings 2 Ltd (the 'company') for the year ended 31 March 2023 which comprise , the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
The value attributable to the commercial properties being held for capital appreciation, and rental income, has been included in the accounts based on a Directors valuation. We were not able to verify the value of the properties, at the date of purchase as these formed a proportion of the total purchase price for the site to be developed into new residential buildings. A formal valuation was undertaken and the commercial properties are being held at their fair value.
Collection of rent and service charge due from tenants in respect of the commercial properties was undertaken by a related party for part of the period. We have not been able to verify whether all amounts were collected by the related party. Any balance of monies collected by this entity has also been provided for at each of the reporting dates by the Directors on the basis that this money is not recoverable. We have been unable to verify the bad debt from tenants of the commercial property, and cannot verify if the company is able to recover the monies from the related party.
Due to the value of the commercial properties being unascertainable as at the date of purchase of the development site, we are therefore unable to verify the original cost included within stock. The original site purchase included land at the rear of the property. No development of the site had been undertaken but planning has been sought for development. The net realisable value of this site has been undertaken as part of a formal valuation at each reporting date. The land is held as stock as at the reporting date and is therefore based on the original purchase price as mentioned above.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Senior Statutory Auditor:
Emily Brown
Statutory Auditor:
Sam Rogoff & Co Ltd
Date of audit report:
17 September 2024
SEGRAVE HOLDINGS 2 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 8 -
11
Financial commitments, guarantees and contingent liabilities
Warranties provided in respect of the new build apartments are in place.
There is a possible liability which cannot be reliably estimated in regards to the VAT status and position of the company and the VAT status of the property. At the balance sheet date it is unknown how this is to be resolved and what the correct position is and the Directors are looking into this further.
12
Events after the reporting date
Segrave Holdings 2 Ltd, has obtained financing from Hana Capital Ltd and Rikvin Capital PTE Ltd of £1,295,000 after the balance sheet date in 2023. This has been secured with a fixed and floating charge over the assets of the company. Subsequently, the commercial investment properties and the development site have been sold to a third party for £2,300,000. The loan from Hana Capital Ltd and Rikvin Capital PTE Ltd was repaid from the proceeds. The remaining proceeds of the sale were undertaken by way of a loan from Segrave Holdings 2 Ltd.
13
Related party transactions
Rent and Service charges due from tenants in connection with the commercial properties were collected by Ultimate Holdings Ltd, the Directors of this company are Mr M Holden and Mr P Samarasinghe (resigned 30.09.2022). Ultimate Holdings Ltd is a wholly owned subsidiary of Ultimate Capital Funding Ltd, which is a company controlled by Mr M Holden and Mrs A Holden. Mr M Holden was a Director of Segrave Holdings 2 Ltd during the accounting period to 31st March 2023.
The accounts include £11,761,239 as an exceptional item and relates to two balances. Firstly in respect of bad debts in respect of the amounts owed by tenants of the commercial properties, and/or Ultimate Holdings Ltd. The directors considered that the total amount owed by Ultimate Holdings Ltd was not recoverable. Secondly in respect of the loan waived in regard to amounts owed to the previous parent company Go Develop (Warwick) Ltd.
At the balance sheet date an amount of £107,075 was owed to the parent company Segrave Saxley 2 Ltd
14
Parent company
Segrave Holdings 2 Ltd was a 100% subsidiary company of Go-Develop (Warwick) Ltd until 6th October 2022.
Go Develop (Warwick) Ltd is company incorporated in England and Wales with company number 10165186, and registered office: 2nd Floor, 167-169 Great Portland Street, London, W1W 5PF.
The entire share capital of Segrave Holdings 2 Ltd was purchased by Segrave Saxley 2 Ltd on 21st October 2022.
The company is, at the date of signing these accounts, a 100% subsidiary of Segrave Saxley 2 Ltd, a company controlled by Mr S Grech and Mr N Baker.
15
Change of Name
The company was formally called Go Develop (Saxley) Ltd, and changed its name on 21st October 2022 to Segrave Holdings 2 Ltd.