REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31 January 2024 |
for |
Portico AS Ltd |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Year Ended 31 January 2024 |
for |
Portico AS Ltd |
Portico AS Ltd (Registered number: 11955304) |
Contents of the Financial Statements |
for the Year Ended 31 January 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Income Statement | 7 |
Balance Sheet | 8 |
Statement of Changes in Equity | 9 |
Notes to the Financial Statements | 10 |
Portico AS Ltd |
Company Information |
for the Year Ended 31 January 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Eldo House |
Kempson Way |
Suffolk Business Park |
Bury St Edmunds |
Suffolk |
IP32 7AR |
Portico AS Ltd (Registered number: 11955304) |
Report of the Directors |
for the Year Ended 31 January 2024 |
The directors present their report with the financial statements of the company for the year ended 31 January 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 February 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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: |
- | 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 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. |
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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Knights Lowe Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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: |
Report of the Independent Auditors to the Members of |
Portico AS Ltd |
Opinion |
We have audited the financial statements of Portico AS Ltd (the 'company') for the year ended 31 January 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 January 2024 and of its profit 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 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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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. |
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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Portico AS Ltd |
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 Report of the Directors. |
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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
Report of the Independent Auditors to the Members of |
Portico AS Ltd |
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 a Report of the Auditors 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 approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the companies operating sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation ; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
- investigated the rationale behind significant or unusual transactions; and |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- reading the minutes of meetings of those charged with governance; |
- enquiring of management as to actual and potential litigation and claims; |
- reviewing correspondence with HMRC and the company's legal advisors; |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Portico AS Ltd |
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 a Report of the Auditors 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 |
Eldo House |
Kempson Way |
Suffolk Business Park |
Bury St Edmunds |
Suffolk |
IP32 7AR |
Portico AS Ltd (Registered number: 11955304) |
Income Statement |
for the Year Ended 31 January 2024 |
2024 | 2023 |
£ | £ |
TURNOVER |
OPERATING PROFIT |
Income from fixed asset investments |
675,565 | 320,396 |
Interest payable and similar expenses |
PROFIT BEFORE TAXATION |
Tax on profit |
PROFIT FOR THE FINANCIAL YEAR |
Portico AS Ltd (Registered number: 11955304) |
Balance Sheet |
31 January 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 4 |
CURRENT ASSETS |
Debtors | 5 |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Capital Reserve | 10 |
Other reserves | 10 |
Retained earnings | 10 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Portico AS Ltd (Registered number: 11955304) |
Statement of Changes in Equity |
for the Year Ended 31 January 2024 |
Called up |
share | Retained | Capital | Other | Total |
capital | earnings | Reserve | reserves | equity |
£ | £ | £ | £ | £ |
Balance at 1 February 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) |
Balance at 31 January 2023 |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | ( |
) |
Balance at 31 January 2024 |
Portico AS Ltd (Registered number: 11955304) |
Notes to the Financial Statements |
for the Year Ended 31 January 2024 |
1. | STATUTORY INFORMATION |
Portico AS Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Preparation of consolidated financial statements |
The financial statements contain information about Portico AS Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Portico TTA Limited, Unit 9 Woolpit Business Park Windmill Avenue, Woolpit, Bury St. Edmunds, Suffolk, United Kingdom, IP30 9UP. |
Significant judgements and estimates |
In the application of the Company's accounting policies, which are described below, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 estimated and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimate is revised if revision affects only that and future periods. |
The following are critical judgements including those involving estimations, that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. |
Fair value measurement of financial instruments |
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Portico AS Ltd (Registered number: 11955304) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable or other related parties. |
Debt instruments, like loans and other accounts receivable and payable, are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payment discounted at a market rate of interest for a similar debt instrument. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Portico AS Ltd (Registered number: 11955304) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
2. | ACCOUNTING POLICIES - continued |
Revenue recognition |
Revenue is measured at fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed and value added taxes. |
Revenue is recognised when the significant risks and rewards of ownership have been transfered to the buyer, the amount of revenue can be measured reliably and its probable that future economic benefits will flow to the entity. |
Impairment review |
At each reporting date, goodwill and other fixed assets, including tangible fixed assets and investments but excluding investment properties, are assessed to determine whether there is an indication that the carrying amount of an asset may be more than its recoverable amount and that the asset should be impaired. If there is an indication of possible impairment, the recoverable amount of an asset, which is the higher of its value in use and its net realisable value, is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is written down to its estimated recoverable amount and an impairment loss is recognised in the income statement. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2023 - NIL). |
4. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 February 2023 |
and 31 January 2024 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Unit 9 Woolpit Business Park, Windmill Avenue, Woolpit, Bury St Edmunds, IP30 9UP |
Nature of business: |
% |
Class of shares: | holding |
This subsidiary was purchased 9 May 2019 and is held at cost in these financial statements. |
Portico AS Ltd (Registered number: 11955304) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
4. | FIXED ASSET INVESTMENTS - continued |
Registered office: Unit 9 Woolpit Business Park, Windmill Avenue, Woolpit, Bury St Edmunds, IP30 9UP |
Nature of business: |
% |
Class of shares: | holding |
This subsidiary is held at cost in these financial statements. |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Amounts owed by group undertakings |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Amounts owed to group undertakings |
Other creditors |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£ | £ |
Other creditors |
Amounts falling due in more than five years: |
Repayable by instalments |
Other loans more 5yrs instal | 857,142 | 1,200,929 |
8. | LOANS |
An analysis of the maturity of loans is given below: |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or on demand: |
Other loans |
Amounts falling due between one and two years: |
Other loans - 1-2 years | 541,063 |
Amounts falling due between two and five years: |
Other loans - 2-5 years |
Portico AS Ltd (Registered number: 11955304) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
8. | LOANS - continued |
2024 | 2023 |
£ | £ |
Amounts falling due in more than five years: |
Repayable by instalments |
Other loans more 5yrs instal | 857,142 | 1,200,929 |
Other loans comprises the liability element of the redeemable preference shares. See further details within the share capital note to these financial statement. |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £0.01 | 1,033 | 1,033 |
Preference Shares |
The following preference shares were in issue as at 31 January 2024. |
2,128 (2023: 6,838) A Preference shares with nominal value of £128.57 per share. |
16,041 (2023: 16,041) B Preference shares with nominal value of £128.57 per share. |
10,694 (2023: 10,964) C Preference shares with nominal value of £128.57 per share. |
Due to the contractual obligations and characteristics of these shares, all of the above have been accounted for as a liability rather than equity. The liability has been accounted for at amortised cost as explained in the accounting policy for financial instruments. |
In the year to 31 January 2024 4,710 (2023: 2,492) A preference shares were redeemed at the nominal value shown above. |
10. | RESERVES |
Retained | Capital | Other |
earnings | Reserve | reserves | Totals |
£ | £ | £ | £ |
At 1 February 2023 | 5,207,489 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Movement in the year | 71,707 | (114,283 | ) | 42,576 | - |
At 31 January 2024 | 5,741,345 |
Both the Capital Reserve and the Other Reserve shown above are non-distributable reserves. |
11. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Portico AS Ltd (Registered number: 11955304) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
12. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling parties are the shareholders of Portico TTA Limited. Control is achieved through shareholdings in this parent company. No single party has ultimate control of the group. |