Company registration number 01609157 (England and Wales)
BAYLIGHT PROPERTIES LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
BAYLIGHT PROPERTIES LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 12
BAYLIGHT PROPERTIES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 NOVEMBER 2023
30 November 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
964,706
1,303,283
Investment property
4
6,634,425
6,634,425
Investments
5
718,454
815,076
8,317,585
8,752,784
Current assets
Stocks
276,281
376,281
Debtors
6
24,712,480
23,628,614
Cash at bank and in hand
347,316
279,500
25,336,077
24,284,395
Creditors: amounts falling due within one year
7
(1,355,029)
(426,406)
Net current assets
23,981,048
23,857,989
Total assets less current liabilities
32,298,633
32,610,773
Creditors: amounts falling due after more than one year
8
(7,027,739)
(6,779,127)
Provisions for liabilities
(575,983)
(599,395)
Net assets
24,694,911
25,232,251
Capital and reserves
Called up share capital
9
50,000
50,000
Share premium account
10
1,077,761
1,077,761
Capital redemption reserve
10
10,261
10,261
Other reserves
10
2,413,208
2,486,416
Profit and loss reserves
10
21,143,681
21,607,813
Total equity
24,694,911
25,232,251
The director of the company has elected not to include a copy of the income statement within the financial statements.true
For the financial year ended 30 November 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
BAYLIGHT PROPERTIES LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
30 NOVEMBER 2023
30 November 2023
- 2 -
The financial statements were approved and signed by the director and authorised for issue on 5 November 2024
C N B Kelly
Director
Company registration number 01609157 (England and Wales)
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
1
Accounting policies
Company information
Baylight Properties Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Leman Street, London, United Kingdom, E1W 9US. The principal place of business is 3 Stukeley Street, London, WC2B 5LB.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents amounts receivable for the sale of development properties, net of VAT, and rents receivable on commercial properties that are opted for tax are recorded net of VAT.
Turnover from sales of properties is included on the basis of completions occurring during the year.
Turnover from rents receivable is recognised at the fair value of the rents received or receivable based on the rent agreements and to the extent that it is probable that the economic benefits will flow to the company and it can be reliably measured.
Dividend income from investment in shares are recognised when the dividends have been declared.
1.4
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.
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:
Leasehold properties
1% on a straight line basis
Fixtures, fittings & equipment
20% on a reducing balance basis
Motor vehicles
25% on a reducing balance basis
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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 credited or charged to profit or loss.
The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
1.5
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. Changes in fair value are recognised in profit or loss.
The fair value is determined by the directors with the benefit of professional external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any differences in the nature or location of the specified asset.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
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.
1.9
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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 company 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company 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 company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’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 income statement, 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 when the company has 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.
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
5
6
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 December 2022 and 30 November 2023
1,411,023
120,862
1,531,885
Depreciation and impairment
At 1 December 2022
133,266
95,336
228,602
Depreciation charged in the year
14,111
4,920
19,031
Impairment losses
319,546
319,546
At 30 November 2023
466,923
100,256
567,179
Carrying amount
At 30 November 2023
944,100
20,606
964,706
At 30 November 2022
1,277,757
25,526
1,303,283
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 8 -
4
Investment property
2023
£
Fair value
At 1 December 2022 and 30 November 2023
6,634,425
The fair value of investment properties at the reporting date was based on a valuation carried out by the directors. The valuation was arrived at by reference to market evidence of transaction prices for similar properties in its location, together with a review of property rental yields. No depreciation is provided in respect of these properties.
If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
2023
2022
£
£
Cost
3,684,178
3,684,178
Accumulated depreciation
-
-
Carrying amount
3,684,178
3,684,178
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
40,894
40,896
Other investments other than loans
677,560
774,180
718,454
815,076
Included within 'other investments other than loans' includes investments in listed entities that are recorded at market value by reference to the stock price as at the year end.
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
5
Fixed asset investments
(Continued)
- 9 -
Movements in fixed asset investments
Shares in subsidiaries, associates and joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 1 December 2022
642,846
774,180
1,417,026
Valuation changes
-
(96,620)
(96,620)
Disposals
(402,052)
-
(402,052)
At 30 November 2023
240,794
677,560
918,354
Impairment
At 1 December 2022
601,950
-
601,950
Impairment losses
(402,050)
-
(402,050)
At 30 November 2023
199,900
-
199,900
Carrying amount
At 30 November 2023
40,894
677,560
718,454
At 30 November 2022
40,896
774,180
815,076
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
58,243
158,259
Amounts owed by group undertakings
23,784,326
22,694,895
Other debtors
869,911
775,460
24,712,480
23,628,614
Trade debtors disclosed above are measured at amortised cost.
Trade debtors are stated after provisions for impairment of £nil (2022: £nil)
Included within amounts owed by group undertakings is a loan of £23,784,326 (2022: £22,694,895) that is unsecured, interest free, has no fixed date of repayment and is repayable on demand.
Included within other debtors is a loan of £10,500 (2022: £10,500) that is unsecured, interest free, has no fixed date of repayment and is repayable on demand.
Included within other debtors is a loan of £9,559 (2022: £135,649) and interest is charged at the HM Revenue & Customs official rate. The loan is unsecured and repayable on demand.
Included within other debtors is £705,802 (2022: £504,507) owed by the director. Interest is charged at the HM Revenue & Customs official rate. The loan is unsecured and repayable on demand.
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 10 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
129,059
191,804
Amounts owed to group undertakings
32,370
33,238
Taxation and social security
9,636
13,228
Other creditors
1,183,964
188,136
1,355,029
426,406
Included within amounts due to group undertakings is a loan of £32,370 (2022: £32,496) that is unsecured, interest free, have no fixed date of repayment and is repayable on demand.
Included within other creditors is a loan of £1,082,205 (2022: £103,580) that is unsecured, interest free, have no fixed date of repayment and is repayable on demand.
Bank and other loans are secured by way of a fixed charge over the company's assets. Bank loan is also secured by way of a cross guarantee with a fixed charge held by a subsidiary company.
The aggregate secured liability is £nil (2022: £nil).
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
7,027,739
6,779,127
Bank loans are secured by way of a fixed charge over the company's assets. The loan is also secured by way of a cross guarantee with a fixed charge held by a subsidiary company.
Total aggregate secured liabilities is £7,027,739 (2022: £6,779,127).
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,000
50,000
50,000
50,000
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.
10
Reserves
Share premium
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Other reserves
Other reserves relate to non-distributable reserves arising from revaluation of investment property and fair value movement on listed investments less deferred tax.
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
10
Reserves
(Continued)
- 11 -
Profit and loss reserves
Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
80,000
93,562
12
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Management fees receivable
2023
2022
£
£
Entities over which the entity has control, joint control or significant influence
11,250
45,000
Other related parties
152,500
119,000
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
32,370
33,238
Other related parties
1,082,205
131,580
BAYLIGHT PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
12
Related party transactions
(Continued)
- 12 -
The following amounts were outstanding at the reporting end date:
2023
2023
2023
Balance
Provision
Net
Amounts due from related parties
£
£
£
Entities over which the entity has control, joint control or significant influence
45,452,829
20,201,054
25,251,775
Key management personnel
705,802
-
705,802
Other related parties
72,175
-
72,175
2022
2022
2022
Balance
Provision
Net
Amounts due in previous period
£
£
£
Entities over which the entity has control, joint control or significant influence
45,244,763
22,549,866
22,694,897
Key management personnel
504,507
-
504,507
Other related parties
146,615
-
146,615
13
Directors' transactions
The loan was repaid on 29 August 2024.
Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Director's loan account
2.25
504,507
691,254
15,041
(505,000)
705,802
504,507
691,254
15,041
(505,000)
705,802
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