Company registration number 10812689 (England and Wales)
MSDC (SUFFOLK HOLDINGS) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
MSDC (SUFFOLK HOLDINGS) LTD
COMPANY INFORMATION
Directors
Mr R Winch
(Appointed 22 May 2023)
Mr C Lay
(Appointed 24 May 2023)
Mr J Matthissen
(Appointed 1 June 2023)
Ms T Davis
(Appointed 1 August 2024)
Company number
10812689
Registered office
C/O B&Msdc Endeavour House
8 Russell Road
Ipswich
IP1 2BX
Accountants
Ensors Accountants LLP
Connexions
159 Princes Street
Ipswich
IP1 1QJ
MSDC (SUFFOLK HOLDINGS) LTD
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 14
MSDC (SUFFOLK HOLDINGS) LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The company continued to act as a dormant holding company throughout the period.

Results and dividends

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P Ekpenyong
(Resigned 5 May 2023)
Mr P Gould
(Resigned 23 May 2023)
Mr R Meyer
(Resigned 5 May 2023)
Mr A Davies
(Appointed 22 May 2023 and resigned 31 July 2024)
Mr R Winch
(Appointed 22 May 2023)
Mr C Lay
(Appointed 24 May 2023)
Mr J Matthissen
(Appointed 1 June 2023)
Ms T Davis
(Appointed 1 August 2024)
Auditor

The auditor, Ensors Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr R Winch
Director
4 September 2024
MSDC (SUFFOLK HOLDINGS) LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

The directors are responsible for preparing the annual 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MSDC (SUFFOLK HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MSDC (SUFFOLK HOLDINGS) LTD
- 3 -
Opinion

We have audited the financial statements of MSDC (Suffolk Holdings) Ltd (the 'company') for the year ended 31 March 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

MSDC (SUFFOLK HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MSDC (SUFFOLK HOLDINGS) LTD (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. The company is dormant and as such we consider the risk of material misstatement due to fraud to be low.

We performed audit procedures to address the risks noted above, which included the following:

 

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

 

 

 

 

 

 

MSDC (SUFFOLK HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF MSDC (SUFFOLK HOLDINGS) LTD (CONTINUED)
- 5 -

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.

Helen Rumsey (Senior Statutory Auditor)
For and on behalf of Ensors Accountants LLP
17 October 2024
Chartered Accountants
Statutory Auditor
Connexions
159 Princes Street
Ipswich
IP1 1QJ
MSDC (SUFFOLK HOLDINGS) LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
2024
2023
Notes
£
£
Revenue
-
-
Other gains and losses
3
-
0
(1,884,661)
Profit/(loss) before taxation
-
0
(1,884,661)
Tax on profit/(loss)
-
0
-
0
Profit/(loss) and total comprehensive income for the financial year
-
0
(1,884,661)

The income statement has been prepared on the basis that all operations are continuing operations.

MSDC (SUFFOLK HOLDINGS) LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 7 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investments
5
5,002
5,002
Current assets
Trade and other receivables
8
50
50
Current liabilities
9
(5,001)
(5,001)
Net current liabilities
(4,951)
(4,951)
Net assets
51
51
Equity
Called up share capital
11
4,958,797
4,958,797
Share premium account
12
596
596
Retained earnings
(4,959,342)
(4,959,342)
Total equity
51
51

These financial statements have been prepared 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 4 September 2024 and are signed on its behalf by:
Mr R Winch
Director
Company registration number 10812689 (England and Wales)
MSDC (SUFFOLK HOLDINGS) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 April 2022
4,958,797
596
(3,074,681)
1,884,712
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
(1,884,661)
(1,884,661)
Balance at 31 March 2023
4,958,797
596
(4,959,342)
51
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
0
-
0
Balance at 31 March 2024
4,958,797
596
(4,959,342)
51
MSDC (SUFFOLK HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
1
Accounting policies
Company information

MSDC (Suffolk Holdings) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is C/O B&Msdc Endeavour House, 8 Russell Road, Ipswich, IP1 2BX. The company's principal activities and nature of its operations are disclosed in the directors' report.

 

The financial statements of MSDC (Suffolk Holdings) Limited for the period ended 31 March 2024 were authorised for issue by the board of directors on 4 September 2024 and the balance sheet was signed on the board's behalf by Mr R Winch.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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.

The company has taken advantage of the following disclosure exemptions under FRS 101:

 

As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations and related party transactions.

 

Where required, equivalent disclosures are given in the group accounts of Mid Suffolk District Council. The group accounts of Mid Suffolk District Council are available to the public and can be obtained as set out in note 13.

MSDC (SUFFOLK HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 10 -

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

MSDC (Suffolk Holdings) Ltd is a wholly owned subsidiary of Mid Suffolk District Council and the results of MSDC (Suffolk Holdings) Ltd are included in the consolidated financial statements of Mid Suffolk District Council which are publically available as detailed in note 13.

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.

1.3
Non-current 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.

 

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intent and ability to hold to maturity are classified as held to maturity investments.

 

Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.

 

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

MSDC (SUFFOLK HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 11 -
1.5
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Employees

The average monthly number of persons employed by the company during the year was nil. Directors have been reimbursed through other entities within the group.

2024
2023
Number
Number
Total
-
0
-
0
3
Other gains and losses
2024
2023
£
£
Other gains and losses
-
(1,884,661)

Other gains and losses are the impairment of the company's investment in CIFCO Capital Limited as a result of changes in the fair value of the property portfolio in CIFCO Capital Limited.

MSDC (SUFFOLK HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
4
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
£
£
In respect of:
Investments in joint ventures
-
1,884,661
Recognised in:
Other gains and losses
-
1,884,661
5
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
-
1
1
Investments in joint ventures
-
-
5,001
5,001
-
0
-
0
5,002
5,002

The company has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit or loss.

Fair value of financial assets carried at amortised cost

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Movements in non-current investments
Shares in subsidiaries and joint ventures
£
Cost or valuation
At 1 April 2023 & 31 March 2024
4,964,344
Impairment
At 1 April 2023 & 31 March 2024
(4,959,342)
Carrying amount
At 31 March 2024
5,002
At 31 March 2023
5,002
MSDC (SUFFOLK HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
6
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Country of incorporation
Ownership interest (%)
Voting power held (%)
Nature of business
Gateway 14 Limited
United Kingdom
100
100
Land development
Stowmarket Estates Limited
United Kingdom
100
100
Estate management
7
Joint ventures

Details of the company's joint ventures and the proportion of ordinary share capital held at 31 March 2024 are as follows:

Name of undertaking
Country of incorporation
Ownership interest (%)
Voting power held (%)
Nature of business
CIFCO Capital Limited
United Kingdom
50
50
Property investment
Mid Suffolk Growth Limited
United Kingdom
50
50
Development of building projects
8
Trade and other receivables
2024
2023
£
£
Amount owed by parent undertaking
50
50

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

9
Liabilities
2024
2023
Notes
£
£
Trade and other payables
10
5,001
5,001
10
Trade and other payables
2024
2023
£
£
Amount owed to parent undertaking
5,000
5,000
Amounts owed to subsidiary undertakings
1
1
5,001
5,001
MSDC (SUFFOLK HOLDINGS) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,958,797
4,958,797
4,958,797
4,958,797
12
Share premium account
2024
2023
£
£
At the beginning and end of the year
596
596
13
Controlling party

The immediate and ultimate parent of MSDC (Suffolk Holdings) Limited is Mid Suffolk District Council. The business address for Mid Suffolk District Council is Endeavour House, 8 Russell Road, Ipswich, Suffolk, IP1 2BX. Consolidated accounts for Mid Suffolk District Council are publicly available from: www.midsuffolk.gov.uk

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