Company registration number 07538544 (England and Wales)
BIRD OVERSEAS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
BIRD OVERSEAS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mrs Radha Bhatia (Non Executive Director)
Mr Gaurav Bhatia
Mr Ravi Birdy
Company number
07538544
Registered office
3 Westbourne Terrace
Lancaster Gate
London
W2 3UL
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
Bankers
HSBC Bank Plc
West End Commercial Centre
70 Pall Mall
London
SW1Y 5EZ
BIRD OVERSEAS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 34
BIRD OVERSEAS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the Year ended 31 March 2024.

Principal activities

The principal activity of the parent company continued to be that of a holding company. The principal activity of the group was that of hoteliers and property letting to other group companies.

Review of the business

Turnover for the year ended 31 March 2024 amounted to £11.65m compared to £9.51m for the previous period, and the operating profit was £1.26m compared to £730k in the previous period.

 

The hotels within the group trade under the brand name Roseate Hotels and Resorts which is a luxury boutique hotel brand aimed towards the seasoned traveller looking for a personalised lifestyle experience. The intention of the current UK hotels are to become market leaders in their respective local areas.

 

The directors consider the results at the year end to be satisfactory and intend to pursue strategies that would enhance the growth of the group and result in improved performance.

Principal risks and uncertainties

The principal risk and uncertainties facing the group include operating in a competitive open market.

 

The Board is constantly monitoring the risk and developing appropriate strategies to mitigate the impact of any risks affecting the overall business and to ensure the survival of all the operations of the group.

 

Financial instruments

The group's policy is to finance its operations on a long term basis from retained profits, inter-company borrowings and bank facilities.

 

The financial instruments utilised by the group are borrowings, short term cash deposits and items such as trade creditors which arise directly from operations. Borrowing facilities are on a floating rate basis.

 

The group does not use derivative financial instruments for speculative purposes. The group's policy is not to trade in financial instruments.

 

Financial risk management

Whilst the group is exposed to variations in credit and interest rates, with relatively low loan term values (LTVs) the group is well placed to absorb such risks. There is an expectation of further base rate movement over the next three years that have been taken into consideration for the group expansion plans.

 

The Board monitors the net debt, banking facilities and cash flows on a regular basis and that adequate working capital facilities are in place.

Development and performance

The directors aim to continue with the management policies which have resulted in the group's steady growth. They consider that the financial results for the year 2024/25 are in line with forecasts.

Other performance indicators

The Board uses both financial and non-financial performance indicators to monitor the group's position.

 

The key financial performance indicators within the business are turnover at £11.65m (2023: £9.51m), gross profit £4.36m (2023: £3.36m) and balance sheet with net current assets of £1.26m (2023: £1.43m) and net assets of £23.55m (2023: £19.53m).

 

The key non financial performance indicators are customer service and satisfaction and stakeholder relationships.

 

The directors are of the belief that the monitoring of the above mentioned indicators is an effective aspect of business performance review.

BIRD OVERSEAS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Going Concern

Bird Overseas Holdings Limited's turnover is reliant on it’s subsidiaries; The Royal Park Hotel Limited, Forbury Properties Limited, The Forbury Limited, Forbury Apartments Limited, Eiderdown Limited and The Roseate Edinburgh Limited which has improved in the year 2023/2024.

With the current performance of the group entities and the parent’s support, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and so continue to prepare these financial statements on the going concern basis.

On behalf of the board

Mr Ravi Birdy
Director
17 October 2024
BIRD OVERSEAS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

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

Results and dividends

The results for the Year are set out on page 9.

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

Directors

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

Mrs Radha Bhatia (Non Executive Director)
Mr Gaurav Bhatia
Mr Ravi Birdy
Auditor

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

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

 

 

 

 

BIRD OVERSEAS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr Ravi Birdy
Director
17 October 2024
BIRD OVERSEAS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BIRD OVERSEAS HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Bird Overseas Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the Year ended 31 March 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows 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 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:

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 group and parent 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 group's and 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group's ability to continue as going concern.

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:

BIRD OVERSEAS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRD OVERSEAS HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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 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 parent 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.

To identify risks of material misstatement due to any irregularities, including fraud and non-compliance with laws and regulations, we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

 

BIRD OVERSEAS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRD OVERSEAS HOLDINGS LIMITED
- 7 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

 

Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

 

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the Company’s license to operate. We identified the Health and Safety legislation regulations as the area most likely to have such an effect. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

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.

 

 

 

 

 

 

 

 

 

 

BIRD OVERSEAS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRD OVERSEAS HOLDINGS LIMITED
- 8 -

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Shilpa Chheda
Senior Statutory Auditor
For and on behalf of KLSA LLP
17 October 2024
Chartered Accountants
Statutory Auditor
Kalamu House
11 Coldbath Square
London
EC1R 5HL
BIRD OVERSEAS HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Year
Year
ended
ended
31 March
31 March
2024
2023
Notes
£
£
Turnover
3
11,646,298
9,505,938
Cost of sales
(7,284,884)
(6,146,042)
Gross profit
4,361,414
3,359,896
Distribution costs
(1,546,055)
(1,354,367)
Administrative expenses
(1,630,165)
(1,379,863)
Other operating income
79,234
103,940
Operating profit
4
1,264,428
729,606
Interest receivable and similar income
7
48,059
-
0
Interest payable and similar expenses
8
(1,606,307)
(987,729)
Loss before taxation
(293,820)
(258,123)
Tax on loss
9
(308,250)
(171,506)
Loss for the financial Year
(602,070)
(429,629)
Loss for the financial Year is all attributable to the owners of the parent company.
BIRD OVERSEAS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
Year
Year
ended
ended
31 March
31 March
2024
2023
£
£
Loss for the Year
(602,070)
(429,629)
Other comprehensive income
Tax relating to other comprehensive income
(81,192)
(107,593)
Total comprehensive income for the Year
(683,262)
(537,222)
Total comprehensive income for the Year is all attributable to the owners of the parent company.
BIRD OVERSEAS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
280,323
359,323
Tangible assets
11
39,076,507
39,632,738
Investment property
12
4,310,638
4,310,638
43,667,468
44,302,699
Current assets
Stocks
15
156,284
160,408
Debtors
16
821,347
839,035
Cash at bank and in hand
1,634,199
1,664,634
2,611,830
2,664,077
Creditors: amounts falling due within one year
17
(1,345,169)
(1,230,157)
Net current assets
1,266,661
1,433,920
Total assets less current liabilities
44,934,129
45,736,619
Creditors: amounts falling due after more than one year
18
(19,893,105)
(25,001,944)
Provisions for liabilities
Deferred tax liability
21
1,493,743
1,204,132
(1,493,743)
(1,204,132)
Net assets
23,547,281
19,530,543
Capital and reserves
Called up share capital
23
24,093,000
20,333,000
Share premium account
940,000
-
0
Revaluation reserve
8,002,714
8,277,520
Profit and loss reserves
(9,488,433)
(9,079,977)
Total equity
23,547,281
19,530,543
The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
17 October 2024
Mr Ravi Birdy
Director
Company registration number 07538544 (England and Wales)
BIRD OVERSEAS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
42,113,141
42,999,209
Current assets
Debtors
16
994,451
1,221,158
Cash at bank and in hand
1,055,223
317,783
2,049,674
1,538,941
Creditors: amounts falling due within one year
17
(107,577)
(29,260)
Net current assets
1,942,097
1,509,681
Total assets less current liabilities
44,055,238
44,508,890
Creditors: amounts falling due after more than one year
18
(19,868,612)
(24,968,612)
Net assets
24,186,626
19,540,278
Capital and reserves
Called up share capital
23
24,093,000
20,333,000
Share premium account
940,000
-
0
Profit and loss reserves
(846,374)
(792,722)
Total equity
24,186,626
19,540,278

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £53,651 (2023 - £180,758 loss).

The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
17 October 2024
Mr Ravi Birdy
Director
Company registration number 07538544 (England and Wales)
BIRD OVERSEAS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2022
20,333,000
-
8,578,727
(8,843,962)
20,067,765
Year ended 31 March 2023:
Loss for the year
-
-
-
(429,629)
(429,629)
Other comprehensive income:
Tax relating to other comprehensive income
-
-
(107,593)
-
0
(107,593)
Total comprehensive income
-
-
(107,593)
(429,629)
(537,222)
Transfers
-
-
(193,614)
193,614
-
Balance at 31 March 2023
20,333,000
-
0
8,277,520
(9,079,977)
19,530,543
Period ended 31 March 2024:
Loss for the period
-
-
-
(602,070)
(602,070)
Other comprehensive income:
Tax relating to other comprehensive income
-
-
(81,192)
-
0
(81,192)
Total comprehensive income
-
-
(81,192)
(602,070)
(683,262)
Issue of share capital
23
3,760,000
-
0
-
-
3,760,000
Transfers
-
-
(193,614)
193,614
-
Pre-acquisition revaluation reserve adjustment to retained earnings
-
940,000
-
-
940,000
Balance at 31 March 2024
24,093,000
940,000
8,002,714
(9,488,433)
23,547,281
BIRD OVERSEAS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
20,333,000
-
0
(611,964)
19,721,036
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
(180,758)
(180,758)
Balance at 31 March 2023
20,333,000
-
0
(792,722)
19,540,278
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
(53,652)
(53,652)
Issue of share capital
23
3,760,000
-
0
-
3,760,000
Share premium
-
940,000
-
940,000
Balance at 31 March 2024
24,093,000
940,000
(846,374)
24,186,626
BIRD OVERSEAS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
2,363,110
6,518,252
Interest paid
(1,606,307)
(987,729)
Net cash inflow from operating activities
756,803
5,530,523
Investing activities
Purchase of intangible assets
-
(395,000)
Purchase of tangible fixed assets
(451,335)
(6,610,774)
Proceeds from disposal of tangible fixed assets
18,455
-
Purchase of investment property
-
(1,686,932)
Interest received
48,059
-
0
Net cash used in investing activities
(384,821)
(8,692,706)
Financing activities
Proceeds from new loans
-
3,912,500
Repayment of bank loans
(400,000)
-
Net cash (used in)/generated from financing activities
(400,000)
3,912,500
Net (decrease)/increase in cash and cash equivalents
(28,018)
750,317
Cash and cash equivalents at beginning of Year
1,662,218
911,901
Cash and cash equivalents at end of Year
1,634,199
1,662,218
Relating to:
Cash at bank and in hand
1,634,199
1,664,634
Bank overdrafts included in creditors payable within one year
-
(2,416)
BIRD OVERSEAS HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
203,313
4,534,637
Interest paid
(1,606,347)
(980,789)
Net cash (outflow)/inflow from operating activities
(1,403,034)
3,553,848
Investing activities
Purchase of subsidiaries
-
(4,650,100)
Loan made to subsidiaries
(292,871)
(3,912,500)
Repayment of loans by subsidiaries
1,178,939
44,847
Interest received
1,654,406
980,789
Net cash generated from/(used in) investing activities
2,540,474
(7,536,964)
Financing activities
Proceeds of bank loans
-
3,912,500
Repayment of bank loans
(400,000)
-
Net cash (used in)/generated from financing activities
(400,000)
3,912,500
Net increase/(decrease) in cash and cash equivalents
737,440
(70,616)
Cash and cash equivalents at beginning of Year
317,783
388,399
Cash and cash equivalents at end of Year
1,055,223
317,783
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
1
Accounting policies
Company information

Bird Overseas Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3 Westbourne Terrace, Lancaster Gate, London, W2 3UL.

 

The group consists of Bird Overseas Holdings Limited and all of its subsidiaries.

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.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Bird Overseas Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

 

The directors are not aware of any likely events, conditions or business risks beyond this period that may cast significant doubt on the company's ability to continue as a going concern. Accordingly, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and so continue to prepare to prepare these financial statements on the going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The group recognises revenue when the amount of revenue can be reliably measured, it is probable that the future economic benefits will flow to the entity and when the specific criteria have been met for each of the company's activities as described below. The amount of revenue is not considered to be reliably measured until all contingencies relating to the sale have been resolved. The company bases its estimates on historical results, taking into considerations the type of customer, type of transaction and specifies of each management.

 

Turnover represents amounts receivable from revenue and income from food and beverage. It is recognised at the point at which the accommodation and related services are provided.

 

Rental income is recognised in the period it is earned.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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.

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -

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 buildings
2% per annum, straight line
Plant and machinery
20% Straight line
Fixtures and fittings
20% Straight line
Computer equipment
20% Straight line
Motor vehicles
20% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in profit or loss.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks comprise consumables and are stated at their purchase cost.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

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 group after deducting all of its liabilities.

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.

1.13
Equity instruments

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

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
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 group’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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
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.

1.16
Retirement benefits

Subsidiary companies within the group operate a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into separate entity. Once the contributions have been paid, the companies have no further payment obligations.

 

The contributions are recognised as an expense in the income statement when they fall due. Amounts not paid are shown in the accruals as a liability in the statement of financial positions. The assets of the plan are held separately from the companies in the independently administered funds.

1.17
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -
1.19

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.20

Revaluation reserve

Surpluses and deficits arising from the professional valuations of properties are taken direct to the revaluation reserve. Where a diminution in the value of an asset is identified, the defecit is eliminated first against any revaluation reserve in respect of that asset with any excess being charged to the profit and loss account. Surpluses or deficits realised on the disposal of an asset are transferred from the revaluation reserve to the profit and loss account reserve.

1.21

Comparative

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of tangible assets, intangible assets and investment property

Management reviews the useful lives, depreciation methods and residual values of the items of tangible fixed assets, intangible fixed assets and investment property on a regular basis. During the financial year, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of tangible fixed assets, intangible fixed assets and investment property are disclosed in note 10 and 11 respectively.

Valuation of properties

Investment properties are valued at fair value. Fair value is ascertained through review of a number of factors and information flows, including market knowledge, recent market movements, recent sales of similar properties, historical experience and rent levels and flows of cash for the respective investment property. There is an inevitable degree of judgement involved and value can only be reliably tested ultimately in the market itself. Given the property market knowledge and expertise of the directors and within the group, valuations are carried out by a mixture of external independents valuers and internal specialists.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
11,646,298
9,505,938
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 23 -
2024
2023
£
£
Other revenue
Interest income
48,059
-
Rental income arising from investment properties
68,913
55,394
4
Operating profit
2024
2023
£
£
Operating profit for the period is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
1,002,457
821,689
Depreciation of tangible fixed assets held under finance leases
5,109
5,348
Profit on disposal of tangible fixed assets
(18,455)
-
Amortisation of intangible assets
79,000
35,677
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
3,000
7,511
Audit of the financial statements of the company's subsidiaries
39,763
45,416
42,763
52,927
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the Year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Housekeeping
80
65
-
-
Food and beverage
62
55
-
-
General administration
31
30
-
-
Marketing and sales
5
5
-
-
Maintenance
3
3
-
-
Total
181
158
-
0
-
0
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,492,906
3,850,815
-
0
-
0
Social security costs
269,527
236,371
-
-
Pension costs
19,471
17,558
-
0
-
0
4,781,904
4,104,744
-
0
-
0
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
48,059
-
0
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
48,059
-
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,606,307
980,790
Interest payable to group undertakings
-
0
6,939
1,606,307
987,729
9
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
208,419
19,948
Tax losses carried forward
99,831
151,558
Total deferred tax
308,250
171,506
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Taxation
(Continued)
- 25 -

The actual charge for the Year can be reconciled to the expected credit for the Year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(293,820)
(258,123)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(73,455)
(49,043)
Tax effect of expenses that are not deductible in determining taxable profit
(5,488)
1,423
Tax effect of utilisation of tax losses not previously recognised
(168,766)
(81,776)
Unutilised tax losses carried forward
54,248
161,873
Permanent capital allowances in excess of depreciation
140,872
(32,477)
Deferred tax on losses carried forward
208,419
151,558
Tax losses utilised during the year
99,831
-
0
Deferred tax on capital allowances
-
19,948
Effect of non trade relationship
52,589
-
Taxation charge
308,250
171,506

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Revaluation of property
81,192
107,593
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2023 and 31 March 2024
5,832,316
Amortisation and impairment
At 1 April 2023
5,472,993
Amortisation charged for the Year
79,000
At 31 March 2024
5,551,993
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 31 March 2024
280,323
At 31 March 2023
359,323
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.

 

11
Tangible fixed assets
Group
Freehold buildings
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost or valuation
At 1 April 2023
38,450,543
1,754,053
5,552,072
228,885
74,450
46,060,003
Additions
-
0
289,679
73,726
18,430
69,500
451,335
Disposals
-
0
-
0
-
0
-
0
(74,450)
(74,450)
At 31 March 2024
38,450,543
2,043,732
5,625,798
247,315
69,500
46,436,888
Depreciation and impairment
At 1 April 2023
788,428
686,119
4,686,735
191,533
74,450
6,427,265
Depreciation charged in the Year
506,946
240,744
231,979
16,314
11,583
1,007,566
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(74,450)
(74,450)
At 31 March 2024
1,295,374
926,863
4,918,714
207,847
11,583
7,360,381
Carrying amount
At 31 March 2024
37,155,169
1,116,869
707,084
39,468
57,917
39,076,507
At 31 March 2023
37,662,115
1,067,934
865,337
37,352
-
0
39,632,738
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Tangible fixed assets
(Continued)
- 27 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and machinery
5,503
13,501
-
0
-
0
Fixtures and fittings
42,112
54,058
-
0
-
0
Motor vehicles
57,917
-
0
-
0
-
0
Computer equipment
5,987
8,981
-
0
-
0
111,519
76,540
-
-

The freehold properties in the group are located at:

 

3 Westbourne Terrace, Lancaster Gate, London, W2 3UL freehold land and buildings (Including plant & Machinery) were revalued at fair value effective from 31 January 2022. The valuation was carried out in accordance with the RICS Valuation – Global Standards by Gerald Eve LLP on behalf of HSBC UK Bank plc. The Market Value of the part freehold/part long leasehold interest in the subject premises as a fully fitted and equipped operational hotel having regard to trading potential as at then. The valuation was made on a fair value basis.

 

The Forbury, Reading, RG1 3EJ, was revalued at fair value effective from 31 January 2022 the investment property was valued as a fully fitted and equipped operational hotel having regard to trading potential. The valuation was carried out in accordance with the RICS Valuation – Global Standards by Gerald Eve LLP on behalf of HSBC UK Bank plc. The valuation was made on a fair value basis.

 

Villa Magdala, Henrietta Road 1, Bath, England, BA2 6LX freehold land and buildings (Including plant & Machinery) were revalued at fair value effective from 31 January 2023. The valuation was carried out in accordance with the RICS Valuation – Global Standards by Gerald Eve LLP on behalf of HSBC UK Bank plc. The Market Value of the part freehold/part long leasehold interest in the subject premises as a fully fitted and equipped operational hotel having regard to trading potential as at then. The valuation was made on a fair value basis.

 

In the director's opinion, the carrying values of the group's properties as at 31 March 2024 is not significantly different from the open market values of those properties as at that date.

If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

2024
2023
£
£
Group
Cost
21,088,111
21,088,111
Accumulated depreciation
(2,624,857)
(2,343,807)
Carrying value
18,463,254
18,744,304
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
12
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 April 2023 and 31 March 2024
4,310,638
-

Investment property comprises the Mews house and a Flat. The fair value of the investment property has been arrived at on the basis of a valuation carried out on 13 April 2022 by Gerald Eve LLP, who are not connected with the group or the directors. The valuation was made on a fair value basis.

 

Investment property comprises the residential property located at 3 West Coates, Edinburgh.

 

In the opinion of the directors, the carrying value of of the group's operations as at 31 March 2024 is not significantly different from the open market values of those properties as at that date.

13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
23,276,841
23,276,841
Loans to subsidiaries
14
-
0
-
0
18,836,300
19,722,368
-
0
-
0
42,113,141
42,999,209
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 April 2023
23,276,841
19,722,368
42,999,209
Additions
-
292,871
292,871
Repayments
-
(1,178,939)
(1,178,939)
At 31 March 2024
23,276,841
18,836,300
42,113,141
Carrying amount
At 31 March 2024
23,276,841
18,836,300
42,113,141
At 31 March 2023
23,276,841
19,722,368
42,999,209
14
Subsidiaries

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

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
14
Subsidiaries
(Continued)
- 29 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Eiderdown Limited
England & Wales
Provision of hotel services
Ordinary
100.00
-
Forbury Apartments Limited
England & Wales
Property letting to group company
Ordinary
-
100.00
Forbury Properties Limited
England & Wales
Property letting to group company
Ordinary
100.00
-
The Forbury Limited
England & Wales
Operating a hotel and apartments
Ordinary
-
100.00
The Royal Park Hotel Limited
England & Wales
Provision of hotel services
Ordinary
100.00
-
The Roseate Edinburgh Limited
Scotland
Provision of hotel services
Ordinary
100.00
-
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
156,284
160,408
-
0
-
0
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
263,495
133,169
-
0
-
0
Amounts owed by group undertakings
-
-
889,514
1,065,436
Other debtors
5,053
43,590
1,446
5,552
Prepayments and accrued income
359,523
369,169
103,491
150,170
628,071
545,928
994,451
1,221,158
Deferred tax asset (note 21)
193,276
293,107
-
0
-
0
821,347
839,035
994,451
1,221,158
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
-
0
2,416
-
0
-
0
Obligations under finance leases
20
45,313
23,993
-
0
-
0
Trade creditors
707,254
539,405
8,460
14,030
Other taxation and social security
388,901
394,860
-
-
Other creditors
27,146
33,600
87,135
50
Accruals and deferred income
176,555
235,883
11,982
15,180
1,345,169
1,230,157
107,577
29,260
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
19
19,868,612
20,268,612
19,868,612
20,268,612
Obligations under finance leases
20
24,493
33,332
-
0
-
0
Other creditors
-
0
4,700,000
-
0
4,700,000
19,893,105
25,001,944
19,868,612
24,968,612
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
19,868,612
20,268,612
19,868,612
20,268,612
Bank overdrafts
-
0
2,416
-
0
-
0
19,868,612
20,271,028
19,868,612
20,268,612
Payable within one year
-
0
2,416
-
0
-
0
Payable after one year
19,868,612
20,268,612
19,868,612
20,268,612
BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
19
Loans and overdrafts
(Continued)
- 31 -

The original facility of the group amounting to £16,356,112 agreed on 20 June 2021 was amended and restated to £20,268,612 on 19 October 2022.

 

This amendment is construed as supplementary to the original agreement; and in it, The Roseate Edinburgh Limited was added as a guarantor in addition to: The Royal Park Hotel Limited, Eiderdown Limited, Forbury Properties Limited, The Forbury Limited and Forbury Apartments Limited - all being subsidiaries of the Group (note 14).

 

The group, upon inclusion of The Roseate Edinburgh Limited, obtained revised repayment terms. Where the Loan to Market value of the properties is more than 50% on 30 June 2025, the lender will revise the interest payments occurring on or after 30 June 2025 to ensure that the Loan to Market value will not exceed the 50% threshold by the termination date - 31 March 2026. This by way of additional equal instalments on each instalment date.

 

Interest is charged at commercial rates and until 31 March 2024.

 

The loans are secured by:

 

Shares - Memorandum of Deposit dated 25 March 2011

 

Composite Company Unlimited Multilateral Guarantee dated 19 October 2022 given by The Roseate Edinburgh Limited, Bird Overseas Holdings Limited, The Royal Park Hotel Limited, Eiderdown Limited, Forbury Properties Limited, The Forbury Limited and Forbury Apartments Limited.

 

Composite Company Unlimited Multilateral Guarantee dated 25 March 2011 given by Bird Overseas Holdings Limited, The Royal Park Hotel Limited.

 

Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 25 March 2011.

 

Composite Company Unlimited Multilateral Guarantee dated 10 July 2017 given by Bird Overseas Holdings Limited, Forbury Properties Limited, Forbury Apartments Limited, The Forbury Limited, The Royal Park Hotel Limited, Eiderdown Limited.

20
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
45,313
23,993
-
0
-
0
In two to five years
24,493
33,332
-
0
-
0
69,806
57,325
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is three years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 32 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
322,459
114,039
-
-
Tax losses
-
-
193,276
293,107
Revaluations
964,138
882,947
-
-
Investment property
207,146
207,146
-
-
1,493,743
1,204,132
193,276
293,107
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the Year:
£
£
Liability at 1 April 2023
911,025
-
Charge to profit or loss
308,251
-
Charge to other comprehensive income
81,191
-
Liability at 31 March 2024
1,300,467
-
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
19,471
17,558

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

 

 

 

 

 

 

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 33 -
23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share capital of £1 each
24,093,000
20,333,000
24,093,000
20,333,000

During the year, the company issued 3,760,000 ordinary shares at £1 per share with £0.25 per share as share premium.

24
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
521,250
521,250
-
-
521,250
521,250
-
-
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
110,000
110,000

Key management compensation is the same as the directors remuneration.

26
Controlling party

The parent undertaking is Amadeus India Pvt Limited. The ultimate parent undertaking is Bird Group Holdings Trust which holds majority shareholding in Amadeus India Pvt. Limited through its trustee Bird Trustee Services Private Limited. The immediate parent undertaking is Bird Hospitality Services Pvt Limited. All these aforesaid parent undertakings are incorporated/registered in India. In the opinion of the directors, there is no ultimate controlling individual party.

 

The smallest group in which the entity is consolidated is Bird Hospitality Services Pvt Limited. The largest group in which the entity is consolidated is Amadeus India Pvt Limited.

 

BIRD OVERSEAS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 34 -
27
Cash generated from operations - company
2024
2023
£
£
Loss for the Year after tax
(53,652)
(180,758)
Adjustments for:
Finance costs
1,606,347
980,789
Investment income
(1,654,406)
(980,789)
Movements in working capital:
Decrease in debtors
226,707
26,294
Increase in creditors
78,317
4,689,101
Cash generated from operations
203,313
4,534,637
28
Analysis of changes in net debt - group
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
1,664,634
(30,435)
1,634,199
Bank overdrafts
(2,416)
2,416
-
0
1,662,218
(28,019)
1,634,199
Borrowings excluding overdrafts
(20,268,612)
400,000
(19,868,612)
Obligations under finance leases
(57,325)
(12,481)
(69,806)
(18,663,719)
359,500
(18,304,219)
29
Analysis of changes in net debt - company
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
317,783
737,440
1,055,223
Borrowings excluding overdrafts
(20,268,612)
400,000
(19,868,612)
(19,950,829)
1,137,440
(18,813,389)
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