Company registration number 04797310 (England and Wales)
S & A PROPERTY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
S & A PROPERTY LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
S & A PROPERTY LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
15,440,734
17,011,065
Current assets
Stocks
1,583,119
869,906
Debtors
4
794,261
1,861,739
Cash at bank and in hand
83,241
57,782
2,460,621
2,789,427
Creditors: amounts falling due within one year
5
(4,773,969)
(6,536,546)
Net current liabilities
(2,313,348)
(3,747,119)
Total assets less current liabilities
13,127,386
13,263,946
Creditors: amounts falling due after more than one year
6
(2,864,739)
(3,807,150)
Provisions for liabilities
(990,490)
(554,132)
Net assets
9,272,157
8,902,664
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
9
9,272,156
8,902,663
Total equity
9,272,157
8,902,664
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 18 September 2024 and are signed on its behalf by:
Mr J Kerr
Director
Company registration number 04797310 (England and Wales)
S & A PROPERTY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1
161,291
7,999,524
8,160,816
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
741,848
741,848
Transfers
-
(161,291)
161,291
-
Balance at 31 December 2022
1
8,902,663
8,902,664
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
369,493
369,493
Balance at 31 December 2023
1
9,272,156
9,272,157
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
S & A Property Limited is a private company limited by shares incorporated in England and Wales. The registered office is Brook Farm, Marden, Hereford, Herefordshire, HR1 3ET.
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. 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 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
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’: Carrying amounts, 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of S & A Group Holdings Limited. These consolidated financial statements are available from its registered office, Bank Farm, Marden, Herefordshire, HR1 3ET.
1.2
Going concern
The directors consider that the company is well positioned with a number of important strengths which make it resilient in a period of economic downturn. The company is a member of a group which operates in a market which continues to exhibit growth potential and maintains strong trading relationships with its key customers. The group has continued to invest in efficient growing and packing facilities and, as a consequence, is capable of withstanding the margin pressures prevailing in the current market conditions.true
The company made an operating profit of £1,027,215 (2022: £926,925) and has a sustainable income stream based on intragroup rents which adequately cover loan repayments. The company is part of the S & A Group which at the year-end had cash balances of £10,297,340 (2022: £8,461,788).
The company’s financing, and that of its fellow subsidiaries, is provided by medium to long-term bank loans supplemented by short-term loan and overdraft facilities to the group as a whole. The forecasts and projections for the group of companies show that the group should be able to operate within the bank facilities which it currently has available.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the directors’ report and accounts.
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.3
Turnover
Turnover represents the amounts receivable good and services net of VAT and trade discounts. Turnover recognised at the time when goods and services are delivered to the customer and when operating facilities are supplied to the S & A Group.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2.5% straight line
Property improvements
2.5% straight line
Plant and machinery
10% straight line
Power station
20% straight line
Freehold land is not depreciated.
1.5
Stocks
Stocks are measured at the lower of replacement cost and cost.
1.6
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.
The company uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The company does not hold or issue derivative financial instruments for speculative purposes.
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.
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.
1.7
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.
1.9
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.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.11
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
5
5
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Power station
Total
£
£
£
£
Cost or valuation
At 1 January 2023
13,243,469
9,177,407
3,904,438
26,325,314
Additions
2,993
2,993
Disposals
(882,117)
(103,271)
(985,388)
At 31 December 2023
12,364,345
9,177,407
3,801,167
25,342,919
Depreciation and impairment
At 1 January 2023
1,991,447
6,303,066
1,019,736
9,314,249
Depreciation charged in the year
144,650
180,751
265,117
590,518
Eliminated in respect of disposals
(2,582)
(2,582)
At 31 December 2023
2,136,097
6,483,817
1,282,271
9,902,185
Carrying amount
At 31 December 2023
10,228,248
2,693,590
2,518,896
15,440,734
At 31 December 2022
11,252,022
2,874,341
2,884,702
17,011,065
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Tangible fixed assets
(Continued)
- 7 -
A revaluation of the power station was carried out as at 31 December 2015. The power station was valued at £2,300,000 on a depreciated replacement cost basis by Lambert Smith Hampton, an independent firm of valuers. This was treated as deemed cost on transition to FRS 102. During the year ended 31 December 2022 the revalued asset was partially disposed of; the figures above include revalued "cost" of £1,150,000 and net book value of £199,125 which is the directors best estimate of residual value. The historic cost of the remaining asset was £1,046,823.
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
794,261
1,861,739
5
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
482,000
494,425
Obligations under finance leases
450,220
450,226
Trade creditors
393,566
960,109
Amounts owed to group undertakings
2,591,284
3,455,147
Corporation tax
3,204
5,835
Accruals and deferred income
853,695
1,170,804
4,773,969
6,536,546
6
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
1,483,988
1,966,899
Obligations under finance leases
1,361,719
1,810,730
Derivative financial instruments
19,032
29,521
2,864,739
3,807,150
The bank loans and overdrafts are secured by a fixed and floating charge over the assets of the group through an omnibus guarantee.
Amounts repayable in more than five years relate to a long-term bank loan of which the interest rate is 1.97% over bank base rate.
The company's obligations under hire purchase contracts are secured by the lessor's rights on assets held in tangible fixed assets.
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Creditors: amounts falling due after more than one year
(Continued)
- 8 -
Amounts included above which fall due after five years are as follows:
Payable by instalments
66,564
121,847
7
Financial instruments
2023
2022
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
19,032
29,521
The company entered into a interest rate swap on the inception of its long-term loan in 2007.
The hedging instrument settles on a quarterly basis exchanging floating rate interest amounts for fixed rate interest amounts and is designated as a cash flow hedge to reduce the company's cash flow exposure resulting from variable interest rates on the borrowings.
8
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 unqualified.
Senior Statutory Auditor:
Mr John Griffiths
Statutory Auditor:
UHY Hacker Young
9
Reserves
The revaluation reserve represents cumulative effect of revaluations to the combined heat and power station net of associated deferred tax liability.
The profit and loss reserve represents cumulative profits or losses net of dividends paid and other adjustments.
10
Financial commitments, guarantees and contingent liabilities
The company is part of an omnibus agreement with certain other parties under common control. The net indebtedness of these other parties at 31 December 2023 was £2,661,688 (2022: £7,100,303). The net indebtedness of the group at 31 December 2023 was £4,544,435 (2022: £9,503,845). The company has provided as security against this indebtedness an unlimited all monies guarantee by way of a fixed and floating charge over all of its assets.
11
Related party transactions
The company has taken advantage of the exemption in FRS 102 Section 33 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate controlling party.
S & A PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
12
Parent company
As at 31 December 2023 the company was controlled by F M Green by virtue of his shareholding in the parent undertaking S & A Group Holdings Limited. Copies of the group financial statements for the parent undertaking, which is both the smallest and largest group into which the results of the company are consolidated, can be obtained form the registered office at Brook farm, Marden, Herefordshire, HR1 3ET.