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Registration number: 08121078

Prepared for the registrar

Alpha Stanway Finance Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2023

 

Alpha Stanway Finance Limited

(Registration number: 08121078)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

4

79

79

Current assets

 

Debtors

5

16,311,598

21,102,146

Cash at bank and in hand

 

2,368,011

1,943,297

 

18,679,609

23,045,443

Creditors: Amounts falling due within one year

6

(35,242,790)

(36,035,436)

Net current liabilities

 

(16,563,181)

(12,989,993)

Net liabilities

 

(16,563,102)

(12,989,914)

Capital and reserves

 

Called up share capital

2,112,005

2,112,005

Profit and loss account

(18,675,107)

(15,101,919)

Shareholders' deficit

 

(16,563,102)

(12,989,914)

For the financial year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 24 September 2024 and signed on its behalf by:
 


M Knight-Adams
Director

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Stables
Ballards Drive
Malvern
Worcestershire
WR13 6PP

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

A provision has been included in these accounts in relation to the expected irrecoverable element of the loan notes which are held by the company, and form part of the balance in Other Debtors. This has been calculated as being the net liabilities of JMKA Investments 1LP, the entity which issued these loan notes to the company. The carrying amount of the provision is £8,943,311 (2022 -£7,131,992).

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 2 (2022 - 2).

 

4

Investments

2023
£

2022
£

Investments in subsidiaries

79

79

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

Subsidiaries

£

Cost

At 1 January 2023

79

Provision

Carrying amount

At 31 December 2023

79

At 31 December 2022

79

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Alpha (Rugby) Limited

The Stables
Ballards Drive
Upper Colwall
Malvern
WR13 6PP

Ordinary shares

100%

100%

Avenbury (Dudley) Limited

The Stables
Ballards Drive
Upper Colwall
Malvern
WR13 6PP

Ordinary shares

100%

100%

Pembrokeshire Living Limited

The STables
Ballards Drive
Upper Colwall
Malvern

Ordinary shares

100%

100%

Bowerbird Homes Ltd

2 Wesley Gardens
Pebworth
Worcestershire
CV37 8DJ

Ordinary shares

75%

75%

Alpha (Avenbury) Ltd

The Stables
Ballards Drive
Upper Colwall
Malvern
WR13 6PP

Ordinary shares

100%

100%

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

Subsidiary undertakings

Alpha (Rugby) Limited

The principal activity of Alpha (Rugby) Limited is the development of building projects.

Avenbury (Dudley) Limited

The principal activity of Avenbury (Dudley) Limited is the development of building projects.

Pembrokeshire Living Limited

The principal activity of Pembrokeshire Living Limited is the development of building projects.

Bowerbird Homes Ltd

The principal activity of Bowerbird Homes Ltd is the development of building projects.

Alpha (Avenbury) Ltd

The principal activity of Alpha (Avenbury) Ltd is the development of building projects.

 

5

Debtors

Note

2023
 £

2022
 £

Amounts owed by related parties

8

4,645,502

6,580,502

Other debtors

 

11,666,096

14,521,644

   

16,311,598

21,102,146

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

 

6

Creditors

Note

2023
 £

2022
 £

Due within one year

 

Loans and borrowings

7

16,546,838

16,545,402

Trade creditors

 

2,597

329

Social security and other taxes

 

1,621

2,121

Other creditors

8

489,028

3,842,028

Accrued expenses

 

7,800

3,970

Corporation tax liability

216,743

79,809

Dividends payable

17,978,163

15,561,777

 

35,242,790

36,035,436

 

7

Loans and borrowings

Note

2023
£

2022
£

Current loans and borrowings

Redeemable preference shares

 

16,543,000

16,543,000

Other borrowings

8

3,838

2,402

 

16,546,838

16,545,402

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

 

8

Related party transactions

Summary of transactions with all subsidiaries

At 31 December 2023, the company was owed £148,425 (2022: £148,425) by Bowerbird Homes Limited, a 75% subsidiary of the company. No interest was charged on this balance and there are no fixed repayment terms.

The following companies are 100% subsidiaries of the company. At 31 December 2023, the company was owed the following amounts:

Alpha (Rugby) Limited - £282,103 (2022: £1,557,103)
Avenbury (Dudley) Limited - £3,561,645 (2022: £3,993,645)
Pembrokshire Living Limited - £653,329 (2022: £881,329)

No interest was charged on these balances and there are no fixed repayment terms.

 

Summary of transactions with other related parties

At 31 December 2023, the company owed £3,838 (2022: £2,402) to a director. No interest was charged on this balance and there are no fixed repayment terms.

At 31 December 2023, the company owed £489,028 (2022: £3,842,028) to JMKA Investments 1LP, a partnership under common control. No interest was charged on this balance and there are no fixed repayment terms.

The following entities are under common control. At 31 December 2023, the company was owed the following amounts:

Warwick Homes Limited - £3 (2022: £1,255,482)
Alpha (Stonecross) Limited - £390,226 (2022: £332,226)
St Martins Gate Lowesmoor Limited - £287,508 (2022: £128,838)
Baker Finance Limited - £15,940 (2022: £13,940)
Avenbury Ventures LLP - £nil (2022: £62,320)
Avenbury Stratford LLP - £nil (2022: £5,900)
Worcester Developments Limited - £120,000 (2022: £82,000)
Alpha Stanway Management Limited - £27,800 (2022: £5,000)
Maypole Investments Limited - £1,000 (2022: £1,000)

No interest was charged on these balances and there are no fixed repayment terms.

At 31 December 2023, the following intercompany balances owed to the company were waived:

Avenbury Ventures LLP - £42,320
Avenbury Stratford LLP - £7,490
Alpha (Avenbury) Limited - £1,200

At 31 December 2023, the director waived the brought forward preference share dividends. There were therefore no preference share dividends accrued within creditors (2022: £15,561,777).

Included in other debtors is £18,655,000 of fixed rate unsecured subordinated loan notes issued by JMKA Investments 1LP, a partnership under common control. The loan notes carry interest at 5.5% per annum. A provision of £7,898,977 has been created against these loan notes, in relation to the expected irrecoverable element.

 

 

9

Parent and ultimate parent undertaking

The ultimate controlling party is J Knight-Adams, by virtue of his 100% shareholding in the company.

 

Alpha Stanway Finance Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2023

 

10

Non adjusting events after the financial period

Since the 31st of December 2023 the shareholders have waived their right to their preference share dividends. The effect of this will increase the net assets of the company by £17,978,163 in the year ended 31st December 2024

Since the 31st December 2023, the intercompany balance has been impaired by a further £500,000 due to the decline in the value of the investment property held in JMKA investments 1LP.