Cloak Lane London Ltd |
Notes to the Accounts |
For the year ended 31 December 2023 |
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1 |
Company information |
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The company is a private company limited by shares, incorporated in England and registered at 2nd Floor, 23 College Hill, London, EC4R 2RP. |
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2 |
Accounting policies |
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2.1 Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the Standard). |
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2.2 Going concern |
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The accounts have been prepared on the going concern basis even though at the balance sheet date the company's current liabilities exceeded its current assets. Based on a review of the company’s forecasts for 2024 and 2025 and the availability of financial resources, including the extension of the bank loan referred to in Note 12, the related party loan referred to in Note 14 and further support as required from the controlling party, the directors consider that, whilst a material uncertainty related to going concern exists, the company will continue to be able to meet its liabilities as they fall due for at least 12 months from the date of their approval of these accounts. The directors also confirm that their plans for future actions required to enable the company to continue as a going concern are feasible. Therefore, the directors consider that the going concern basis remains appropriate for preparing the company's accounts. |
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2.3 Property income |
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Property income is measured at the fair value of the rents and other property income receivable, net of discounts and value added taxes. Property income under operating leases is recognised on a straight-line basis over the lease term, net of any lease incentives granted. |
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2.4 Tangible assets |
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Tangible assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset evenly over its expected useful life, as follows: |
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Equipment and fittings |
over 4 years |
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2.5 Investment properties |
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Investment properties are measured at fair value at each reporting date with any changes in fair value recognised in the fair value reserve. Fair value is ascertained by an open market valuation on freehold basis, conducted annually by the directors or independent professional valuers. |
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2.6 Debtors |
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Short term debtors are measured at transaction price less any impairment losses for bad and doubtful debts. Longer term loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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2.7 Creditors |
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Short term creditors are measured at transaction price. Longer term loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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2.8 Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the accounts and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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3 |
Audit information |
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The audit report is: |
Unqualified with material uncertainty related to going concern |
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Senior statutory auditor: |
Rosa Kaban |
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Firm: |
Kaban & Company Ltd |
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Date of audit report: |
16 August 2024 |
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4 |
Employees |
2023 |
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2022 |
Number |
Number |
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Average number of persons employed |
- |
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- |
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5 |
Tangible assets |
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Equipment and fittings |
£ |
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Cost |
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At 1 January 2023 |
4,367 |
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At 31 December 2023 |
4,367 |
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Depreciation |
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At 1 January 2023 |
4,024 |
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Charge for the year |
343 |
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At 31 December 2023 |
4,367 |
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Net book value |
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At 31 December 2023 |
- |
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At 31 December 2022 |
343 |
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6 |
Investment property |
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£ |
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Fair value |
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At 1 January 2023 |
21,600,000 |
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Gain in fair value |
800,000 |
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At 31 December 2023 |
22,400,000 |
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7 |
Debtors |
2023 |
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2022 |
£ |
£ |
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Trade debtors |
372,503 |
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391,737 |
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Amounts owed by group undertakings |
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9,525 |
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9,525 |
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Other debtors |
21,775 |
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236,689 |
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403,803 |
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637,951 |
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8 |
Creditors: amounts falling due within one year |
2023 |
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2022 |
£ |
£ |
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Bank loan, secured on the company's investment property |
15,400,000 |
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- |
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Trade creditors |
72,597 |
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229,334 |
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Amounts owed to group undertakings |
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1,616,000 |
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200,000 |
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Taxation and social security |
8,789 |
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- |
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Other creditors |
11,935,977 |
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11,649,929 |
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29,033,363 |
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12,079,263 |
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9 |
Creditors: amounts falling due after one year |
2023 |
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2022 |
£ |
£ |
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Bank loan, secured on the company's investment property |
- |
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16,000,000 |
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10 |
Share capital |
2023 |
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2022 |
£ |
£ |
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Allotted, called up and fully paid: |
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100 Ordinary shares of £1 each |
100 |
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100 |
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11 |
Fair value reserve |
2023 |
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2022 |
£ |
£ |
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At 1 January 2023 |
(7,122,097) |
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(972,097) |
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Gain/(loss) in fair value of investment property |
800,000 |
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(6,150,000) |
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At 31 December 2023 |
(6,322,097) |
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(7,122,097) |
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12 |
Events after the reporting date |
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The company's bank loan referred to in Notes 8 and 13 expired on 13 February 2024. Following the expiry of the bank loan, the company entered into an amended bank loan agreement with the same bank for an amount of £11,075,454 and an expiry date of 2 July 2025. |
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13 |
Financial commitments |
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The company's £15,400,000 bank loan referred to in Note 8 is a composite facility under which a fellow subsidiary has also borrowed £14,500,000. The two companies have given joint guarantees to the lender and the facilities are secured on both companies' properties. |
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14 |
Related party matters |
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Amounts owed by group undertakings in Note 7 and amounts owed to group undertakings in Note 8 are interest-free and unsecured. Included in the other creditors in Note 8 is an interest-free and unsecured loan of £10,999,445 (2022: £10,999,445) from Turgay Ciner, the controlling party. Although the loan is repayable on demand, confirmations have been received that repayment will not be sought whilst the company may continue to need it. |
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15 |
Controlling party |
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The company is a wholly owned subsidiary of Mining, Minerals and Chemicals Ltd, registered at Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands. The ultimate beneficial owner is Turgay Ciner. |