REGISTERED NUMBER: 10279849 (England and Wales) |
Stafford International Timberland VIII |
GP Limited |
Directors' Report and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
REGISTERED NUMBER: 10279849 (England and Wales) |
Stafford International Timberland VIII |
GP Limited |
Directors' Report and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Contents of the Consolidated Financial Statements |
for the year ended 31 December 2023 |
Page |
Company Information | 1 |
Directors' Report | 2 |
Independent Auditors' Report | 4 |
Consolidated Income Statement | 7 |
Consolidated Other Comprehensive Income | 8 |
Consolidated Balance Sheet | 9 |
Company Balance Sheet | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Financial Statements | 15 |
Stafford International Timberland VIII |
GP Limited |
Company Information |
for the year ended 31 December 2023 |
Directors: |
Registered office: |
Registered number: |
Auditors: |
Statutory Auditor |
New Derwent House |
69-73 Theobalds Road |
London |
WC1X 8TA |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Directors' Report |
for the year ended 31 December 2023 |
The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2023. |
Principal activity |
The group comprises the company whose principal activity is that of a general partner for Stafford International Timberland VIII Fund LP, and the fund itself. |
Future developments |
The Directors expect the business to be well positioned for the forthcoming year. With view of the prevailing economic conditions, the Directors are satisfied that there is no material uncertainty leading to a significant doubt regarding the future operations of the Company. |
Directors |
Other changes in directors holding office are as follows: |
Statement of directors' responsibilities |
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Statement as to disclosure of information to auditors |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information. |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Directors' Report |
for the year ended 31 December 2023 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
On behalf of the board: |
Independent Auditors' Report to the Members of |
Stafford International Timberland VIII |
GP Limited |
Opinion |
We have audited the financial statements of Stafford International Timberland VIII GP Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 the financial statements: |
- | give a true and fair view of the state of the Group's and of the Parent Company affairs as at 31 December 2023 and of the Group's result 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 opinion |
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Directors' Report, but does not include the financial statements and our Auditors' Report thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Independent Auditors' Report to the Members of |
Stafford International Timberland VIII |
GP Limited |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Directors' Report. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance. |
During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. |
Independent Auditors' Report to the Members of |
Stafford International Timberland VIII |
GP Limited |
Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify any matters relating to non-compliance with laws and regulations relating to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. |
Use of our report |
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
New Derwent House |
69-73 Theobalds Road |
London |
WC1X 8TA |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Consolidated |
Income Statement |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Turnover | 1,299,830 | 1,290,887 |
Administrative expenses | (1,299,970 | ) | (1,290,887 | ) |
Operating loss | (140 | ) | - |
Interest payable and similar expenses | 4 | 140 | - |
Profit before taxation | 5 | - | - |
Tax on profit | 6 | - | - |
Profit for the financial year |
Profit attributable to: |
Owners of the parent | - | - |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Consolidated |
Other Comprehensive Income |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Profit for the year | - | - |
Other comprehensive income | - | - |
Total comprehensive income for the year | - | - |
Total comprehensive income attributable to: |
Owners of the parent | - | - |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Consolidated Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Current assets |
Debtors | 8 | 1 | 1 |
Cash at bank | 3,459 | 3,648 |
3,460 | 3,649 |
Creditors |
Amounts falling due within one year | 9 | 3,459 | 3,648 |
Net current assets | 1 | 1 |
Total assets less current liabilities | 1 | 1 |
Capital and reserves |
Called up share capital | 10 | 1 | 1 |
Shareholders' funds | 1 | 1 |
The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by: |
Michael Howard Mclaren Goodfellow - Director |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Company Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Current assets |
Debtors | 8 |
Cash at bank |
Creditors |
Amounts falling due within one year | 9 |
Net current assets |
Total assets less current liabilities |
Capital and reserves |
Called up share capital | 10 |
Shareholders' funds |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Consolidated Statement of Changes in Equity |
for the year ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 | 1 | - | 1 |
Changes in equity |
Balance at 31 December 2022 | 1 | - | 1 |
Changes in equity |
Balance at 31 December 2023 | 1 | - | 1 |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Company Statement of Changes in Equity |
for the year ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Balance at 31 December 2022 |
Changes in equity |
Balance at 31 December 2023 |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Consolidated Cash Flow Statement |
for the year ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (329 | ) | 293 |
Interest paid | 140 | - |
Net cash from operating activities | (189 | ) | 293 |
(Decrease)/increase in cash and cash equivalents | (189 | ) | 293 |
Cash and cash equivalents at beginning of year |
2 |
3,648 |
3,355 |
Cash and cash equivalents at end of year | 2 | 3,459 | 3,648 |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Notes to the Consolidated Cash Flow Statement |
for the year ended 31 December 2023 |
1. | Reconciliation of profit before taxation to cash generated from operations |
2023 | 2022 |
£ | £ |
Profit before taxation | - | - |
Finance costs | (140 | ) | - |
(140 | ) | - |
(Decrease)/increase in trade and other creditors | (189 | ) | 293 |
Cash generated from operations | (329 | ) | 293 |
2. | Cash and cash equivalents |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31/12/23 | 1/1/23 |
£ | £ |
Cash and cash equivalents | 3,459 | 3,648 |
Year ended 31 December 2022 |
31/12/22 | 1/1/22 |
£ | £ |
Cash and cash equivalents | 3,648 | 3,355 |
3. | Analysis of changes in net funds |
At 1/1/23 | Cash flow | At 31/12/23 |
£ | £ | £ |
Net cash |
Cash at bank | 3,648 | (189 | ) | 3,459 |
3,648 | (189 | ) | 3,459 |
Total | 3,648 | (189 | ) | 3,459 |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Notes to the Consolidated Financial Statements |
for the year ended 31 December 2023 |
1. | Statutory information |
Stafford International Timberland VIII GP Limited is a |
2. | Accounting policies |
Basis of preparing the financial statements |
Set out below is a summary of the principal accounting policies, all of which have been applied consistently (except as otherwise stated). |
The presentational currency of the financial statements is British Pound Sterling (£). Amounts in these financial statements are rounded to the nearest £. |
Basis of consolidation |
The group consists of Stafford International Timberland VIII GP Limited ("the Company") and Stafford International Timberland VIII Fund (NO 1) L.P. and Stafford International Timberland VIII Fund (NO 2) L.P. ("the funds"). The Company is considered to be the controlling party of the funds because of the day to day control that it has over the funds. However, as can be seen in the Consolidated Income Statement, the company demonstrably retains no financial gain as a result of its control. Therefore a full consolidation would not represent a fair picture of the group in this situation and the true and fair override of the Companies Act 2006 has been invoked and a proportional consolidation is considered appropriate. |
The basis of consolidation is to bring in the Company's share of the underlying profit and loss and assets and liabilities into the financial statements. Given the level of financial interest that the Company has, these amounts are considered to be insignificant for the period ended 31 December 2023.The funds have net assets of USD $578 million (2022 - USD $587 million) mainly held in investments. |
Significant judgements and estimates |
Financial assets and liabilities are recognised when the company becomes party to the contractual In applying the firm's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. |
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
2. | Accounting policies - continued |
Critical judgements in applying the Company's accounting policies |
The critical judgement that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below: |
(i) Assessing indicators and impairment |
In assessing whether there have been any indicators or impairment of assets, the directors have considered both external and internal sources of information such as market conditions, and experience or recoverability. There have been no indicators or impairments identified during the current financial year. |
Key accounting estimates and assumptions |
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. |
Turnover |
Turnover represents fees receivable, during the period for management and advisory services to the Limited Partner of the fund. Management fees are based on predetermined benchmarks and are recognised as revenue at the end of the period over which the performance is measured. |
Financial instruments |
Financial assets and liabilities are recognised when the Company becomes party to the contractual provisions of the financial instrument. The Company holds financial instruments which comprise receivables and payables. The Company has chosen to apply the provisions of Section 11 Basic Financial Instruments. |
Financial assets / liabilities - classified as basic financial instruments |
(i) Cash and cash equivalents |
This includes cash in hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. |
(ii) Trade and other receivables |
Trade and other receivables are initially recognised at the transaction price, including any transaction costs. Amounts that are receivable within one year are measured at the undiscounted amount of the cash expected to be received, net of any impairment. |
At the end of each reporting period, the Company assesses whether there is objective evidence that a receivable amount may be impaired. A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised immediately in profit or loss. |
(iii) Trade and other payables and loans and borrowings |
Trade and other payables and loans and borrowings are initially measured at the transaction price, including any transaction costs. |
Going concern |
The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts. |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
3. | Directors' emoluments |
2023 | 2022 |
£ | £ |
Directors' remuneration | - | - |
4. | Interest payable and similar expenses |
2023 | 2022 |
£ | £ |
Bank interest | (140 | ) | - |
5. | Profit before taxation |
The profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Foreign exchange differences | 3,543 | (3,208 | ) |
6. | Taxation |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
7. | Individual income statement |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | Debtors: amounts falling due within one year |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Called up share capital not paid | 1 | 1 |
9. | Creditors: amounts falling due within one year |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Other creditors | 3,459 | 3,648 |
Stafford International Timberland VIII |
GP Limited (Registered number: 10279849) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 December 2023 |
10. | Called up share capital |
Allotted and issued: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Share capital 1 | 1 | 1 | 1 |
11. | Reserves |
Group |
Retained |
earnings |
£ |
Profit for the year | - |
At 31 December 2023 | - |
12. | Transactions with directors |
Angus Whiteley and Michael Goodfellow are directors of the Company and have a beneficial interest in Stafford Capital Partners Limited, a company registered in England and Wales. During the year the company expensed fees of £1,296,289 (2022: £1,293,954) to Stafford Capital Partners Limited. All balances were paid during the year. |
13. | Ultimate controlling party |
The immediate parent is Stafford Capital Partners Limited. It is considered that there is no ultimate controlling party. |