Company registration number 11579323 (England and Wales)
PROJECT BELIZE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PROJECT BELIZE LIMITED
COMPANY INFORMATION
Directors
S M De Polo
M S Wanless
R A Faith
(Appointed 7 November 2023)
D J Bains
N M England
G P Fletcher
J E Grinsted
R J Palmer
R C Powell
Company number
11579323
Registered office
Sawley Marina
Long Eaton
Nottingham
NG10 3AE
Auditor
MHA
Richard House
9 Winckley Square
Preston
United Kingdom
PR1 3HP
PROJECT BELIZE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
PROJECT BELIZE 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 Company is a holding company for its subsidiaries detailed in note 11 to the financial statements.
Business review
The purpose of this legal entity within the ultimate parent group structure (Aquavista Watersides Topco Ltd) is for holding loan notes (as detailed in note 15 to these financial statements) to support the 100% ownership of the shares of Aquavista Watersides 2 Ltd. The loan notes are listed on The International Stock Exchange. In addition, and as described in note 11 to the financial statements, the Company also indirectly owns the trading companies, Aquavista Watersides Ltd, Castle Marinas Limited and its subsidiaries. These companies are engaged in marina operations. The company is wholly owned by Aquavista Watersides Topco Ltd.
The Company’s results for the year show an operating loss of £112,000 (2023: £110,000) and a loss for the year of £2,902,000 (2023: £2,797,000).
Due to the nature of this holding company, management do not consider there to be any Key Performance Indicators that would provide a further understanding of the development, performance or position of the Company.
Going Concern
In order to form an assessment of the continued applicability of the going concern basis of preparation, the Directors have prepared trading and cash flow forecasts for the Group (Aquavista Watersides Topco Ltd and its subsidiaries) for a period of at least 12 months from the date of approval of the financial statements. At 31 March 2024, the company had net liabilities of £27,354,000 (2023: £24,452,000) and it has the support of the group companies to enable it to meet its liabilities as they fall due. The Directors have also reviewed the associated credit facilities of the Group, including assessment of the recent and forecast future compliance with covenants. These trading and cash flow forecasts indicate the Group will be able to operate within the committed facilities, without recourse to the equity commitment, and in full compliance with all associated covenants.
Given the ongoing economic and political uncertainty, particularly around inflation and interest rates, the Directors have also applied various sensitivities to the trading and cash flow forecasts. These scenarios confirm that the Group will be able to continue to operate and settle their liabilities as they fall due under all reasonably foreseeable scenarios. Should the potential future impacts be greater than the Directors predict, they would look to implement cost management and cash flow initiatives.
Based on the above the Directors are satisfied that the Group and the Company will be able to continue as a going concern.
PROJECT BELIZE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Principal risks and uncertainties
The Group’s operations are managed according to policies and procedures approved by the board of directors. As a holding company the principal risks relate to the recovery of its investment. The risks associated with the trade of Aquavista Watersides Ltd are disclosed in that company’s financial statements and are summarised below.
Macro economy
The current year has seen interest rates being held at a high level to combat inflation, which is now falling. Anticipated reductions in interest rates are yet to occur. Whilst there appears to be no end to the war in Ukraine, the energy markets have started to settle, albeit at a much higher level than before and this still contributes to further pressure on the cost of living and cost to the business. Stability and reductions in inflation towards the Bank of England target rate will improve the outlook for the business and its customers.
Environment
The impact and trajectory of climate change remains uncertain and remains a potential threat to the business in the future.
Competition
The Company’s trading subsidiaries operate in a competitive environment with other marinas in similar geographical locations. The actions and performance of a competitor can have an impact on each company and Group. Competitors’ pricing and strategies are kept under review and each company and Group strives to mitigate this risk by maintaining and improving customer service and investing in essential infrastructure to maintain competitive.
Information systems
The Company’s trading subsidiaries’ activities are dependent upon the performance of a variety of software packages and the stability of the platforms upon which they are hosted. The Company’s trading subsidiaries have utilised off site hosting and have partnered with a specialist IT support company to provide comprehensive support and continues to invest internally and externally where necessary. This includes the Company’s trading subsidiaries systems continually carrying out penetration testing, and colleagues have annual mandatory cyber security training, which has resulted in the Group obtaining Cyber Essential Plus accreditation during the year.
Retention of key personnel
The retention of key personnel is a significant factor in the Company’s ability to meet its growth expectations. The Company’s employment policies, remuneration and benefits packages are regularly reviewed and are designed to be competitive.
PROJECT BELIZE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Financial risk management
The Company's activities expose it to financial risks including interest rate risk, and liquidity risk.
Price risk
The Company's trading subsidiaries are exposed to fluctuations in pricing of supplies and seeks to mitigate this wherever appropriate by making use of fixed-price contracts.
Credit risk
The Company has access to pre-agreed credit facilities from lenders which are not fully drawn and remain available. These facilities are sufficient for the Company to meet it current business plans.
Interest rate risk
The Company finances its operations through related party loan facilities as described in note 15 together with on demand credit facilities provided by the Parent Company. The related party loan facilities attract a fixed rate of interest whilst the on-demand facilities provided by the Parent Company are interest free. The levels of debt and associated interest costs are carefully monitored, and cash generation of the Group is modelled to ensure that all interest payments can be paid when they fall due.
Liquidity risk
The Company measures its liquidity risk by the performance of its trading subsidiaries. It seeks to manage the financial risk by ensuring sufficient liquidity is available in these subsidiaries to meet foreseeable needs assessed through careful monitoring of the long-term cash requirements of the business. The objective is to ensure a mix of funding methods offering flexibility and costs effectiveness to match the needs of the Company. Future cashflows arising in the trading subsidiaries and closely monitored to manage cash and liquidity risk.
S M De Polo
Director
12 September 2024
PROJECT BELIZE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
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 final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S M De Polo
M S Wanless
R A Faith
(Appointed 7 November 2023)
D J Bains
N M England
G P Fletcher
J E Grinsted
R J Palmer
R C Powell
R Sang
(Resigned 25 July 2023)
A J Saunders
(Resigned 31 August 2023)
Qualifying third party indemnity provisions
Throughout the year and up to the date of this report the Company maintained qualifying third party indemnity insurance for the Directors.
Post reporting date events
There have been no significant events affecting the Company since the year end.
Future developments
The Directors do not anticipate any significant future changes to the activity of the company.
Auditor
MHA were appointed as auditor to the company and in accordance with section 485 of Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
S M De Polo
Director
12 September 2024
PROJECT BELIZE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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.
PROJECT BELIZE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT BELIZE LIMITED
- 6 -
Opinion
We have audited the financial statements of Project Belize Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 March 2024 and of its loss 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 strategic report or the directors' report.
PROJECT BELIZE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT BELIZE LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception
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:
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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:
Enquiry of management, including directors, about any known or suspected instances of non-compliance with laws and regulations and fraud;
Challenging assumptions made by management in respect of accounting estimates and key judgements, in particular in relation to fixed asset impairment reviews, classification of loans to subsidiaries and recognition and classification of contingent consideration;
Reviewing minutes of meetings of those charged with governance; and
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
PROJECT BELIZE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT BELIZE LIMITED (CONTINUED)
- 8 -
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.
Paul Spencer BSc (Hons) FCA
For and on behalf of MHA
12 September 2024
Chartered Accountants
Statutory Auditor
Richard House
9 Winckley Square
Preston
United Kingdom
PR1 3HP
MHA is a trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
PROJECT BELIZE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£'000
£'000
Administrative expenses
(217)
(215)
Other operating income
105
105
Operating loss
4
(112)
(110)
Interest receivable and similar income
7
865
562
Interest payable and similar expenses
8
(3,655)
(3,346)
Loss before taxation
(2,902)
(2,894)
Tax on loss
9
97
Loss for the financial year
(2,902)
(2,797)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 22 form part of these financial statements.
PROJECT BELIZE LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
as restated (note 13)
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
10
27,566
27,029
Current assets
Debtors
12
112
82
Cash at bank and in hand
113
42
225
124
Creditors: amounts falling due within one year
13
(17,147)
(17,179)
Net current liabilities
(16,922)
(17,055)
Total assets less current liabilities
10,644
9,974
Creditors: amounts falling due after more than one year
14
(37,998)
(34,426)
Net liabilities
(27,354)
(24,452)
Capital and reserves
Called up share capital
16
52
52
Share premium account
17
184
184
Profit and loss reserves
17
(27,590)
(24,688)
Total equity
(27,354)
(24,452)
The financial statements were approved by the board of directors and authorised for issue on 12 September 2024 and are signed on its behalf by:
S M De Polo
Director
Company registration number 11579323 (England and Wales)
PROJECT BELIZE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 April 2022
52
184
(21,891)
(21,655)
Year ended 31 March 2023:
Loss and total comprehensive income
-
-
(2,797)
(2,797)
Balance at 31 March 2023
52
184
(24,688)
(24,452)
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
(2,902)
(2,902)
Balance at 31 March 2024
52
184
(27,590)
(27,354)
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
Project Belize Limited is a company incorporated and registered in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. The registered office is Sawley Marina, Long Eaton, Nottingham, NG10 3AE.
1.1
Accounting convention
These financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, ‘The Financial Reporting Standard applicable in the United Kingdom and the 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 £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Aquavista Watersides Topco Ltd. These consolidated financial statements are available from its registered office, Sawley Marina, Long Eaton, Nottingham, NG10 3AE.
1.2
Business combinations
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern
In order to form an assessment of the continued applicability of the going concern basis of preparation, the Directors have prepared trading and cash flow forecasts for the Group (Aquavista Watersides Topco Ltd and its subsidiaries) for a period of at least 12 months from the date of approval of the financial statements. At 31 March 2024, the company has net liabilities of £27,354,000 (2023: £24,452,000) and it has the support of the group companies to enable it to meet its liabilities as they fall due. The Directors have also reviewed the associated credit facilities of the Group, including assessment of the recent and forecast future compliance with covenants. These trading and cash flow forecasts indicate the Group will be able to operate within the committed facilities, without recourse to the equity commitment, and in full compliance with all associated covenants. true
Given the ongoing economic and political uncertainty, particularly around inflation and interest rates, the Directors have also applied various sensitivities to the trading and cash flow forecasts. These scenarios confirm that the Group will be able to continue to operate and settle their liabilities as they fall due under all reasonably foreseeable scenarios. Should the potential future impacts be greater than the Directors predict, they would look to implement cost management and cash flow initiatives.
Based on the above the Directors are satisfied that the Group and the Company will be able to continue as a going concern.
1.4
Fixed asset investments
Interests in subsidiaries 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.
Loans to subsidiaries are accounted for within fixed asset investments to reflect the long term nature and intention of the arrangement. They are repayable on demand and have been recognised at the undiscounted transaction amount.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include deposits held at call with banks.
1.6
Financial instruments
The company 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 company's balance sheet 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.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
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.
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 other borrowings, 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.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to the Statement of Comprehensive Income 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.
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.
1.7
Equity instruments
Equity instruments, including ordinary shares, 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.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
1.8
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 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 company’s liability for current tax is calculated using tax rates and laws 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 and laws 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 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.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of fixed asset investments
The Board has considered whether there are indicators of impairment of the company's investments in subsidiary undertakings. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Contingent Consideration
Judgement has been made to recognise the contingent consideration arising on business combinations in the prior years as part of the cost of investment and within other creditors as the payment has been deemed to be probable and can be measured reliably.
The timing of the consideration payment is dependent on a future event, which management have judged not to be within 12 months of the balance sheet date. Hence this has been included within other creditors payable after more than one year.
Classification of loans to subsidiaries
The Board consider the loans to subsidiaries to be a long term arrangement, despite the legal form being repayable on demand. Hence, it is considered appropriate to classify these loans as fixed asset investments.
3
Other operating income
2024
2023
£'000
£'000
Mangement fee income
105
105
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£'000
£'000
Fees payable to the company's auditor for the audit of the company's financial statements
8
11
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
The Company has no employees other than the Directors. The Directors receive remuneration for their services to the Group from Aquavista Watersides Ltd. The amounts disclosed in note 6 represent costs recharged in respect of Project Belize Limited.
6
Directors' remuneration
2024
2023
£'000
£'000
Remuneration for qualifying services
141
140
Included within the above are consultancy fees invoiced by the Chairman and other Non-Executive Directors of £32,000 (2023: £32,000) in respect of services provided to the company.
7
Interest receivable and similar income
2024
2023
£'000
£'000
Interest income
Interest receivable from group companies
860
557
Other interest income
5
5
Total income
865
562
8
Interest payable and similar expenses
2024
2023
£'000
£'000
Other loan interest payable and amortisation of deal fees
3,450
3,141
Interest payable on deferred consideration
205
205
3,655
3,346
Other loan interest payable includes interest on loan notes included within note 19.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
9
Taxation
2024
2023
£'000
£'000
Deferred tax
Adjustment in respect of prior periods
(97)
The actual charge/(credit) 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
£'000
£'000
Loss before taxation
(2,902)
(2,894)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(726)
(550)
Tax effect of expenses that are not deductible in determining taxable profit
875
606
Adjustments in respect of prior years
(97)
Group relief
(149)
(56)
Taxation charge/(credit) for the year
-
(97)
On the 3 March 2021, it was announced that the UK corporation tax rate would increase to 25% from 1 April 2023. This was substantively enacted on 24 May 2021.
10
Fixed asset investments
2024
2023
Notes
£'000
£'000
Investments in subsidiaries
11
11,618
11,618
Loans to subsidiaries
11
15,948
15,411
27,566
27,029
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Fixed asset investments
(Continued)
- 19 -
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£'000
£'000
£'000
Cost or valuation
At 1 April 2023
21,985
15,411
37,396
Additions
-
537
537
At 31 March 2024
21,985
15,948
37,933
Impairment
At 1 April 2023 & 31 March 2024
10,367
-
10,367
Carrying amount
At 31 March 2024
11,618
15,948
27,566
At 31 March 2023
11,618
15,411
27,029
The directors performed a review of internal and external indicators to ascertain whether assets needed to be assessed for impairment. No impairment is required in the current year (2023: £nil).
11
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Aquavista Watersides 2 Ltd
1
Intermediate holding company
Ordinary
100.00
-
Aquavista Watersides Ltd
1
Marina operations and intermediate holding company
Ordinary
-
100.00
Castle Marinas Limited
1
Marina operations and intermediate holding company
Ordinary
-
100.00
Birdham Pool Ltd
1
Marina operations
Ordinary
-
100.00
Clarence Marina Limited
1
Marina operations
Ordinary
-
100.00
Buckden Marina Ltd
1
Marina operations
Ordinary
-
100.00
Kings Bromley Marina Limited
1
Marina operations
Ordinary
-
100.00
Nottingham Castle Marina Limited
1
Marina operations
Ordinary
-
100.00
Ventnor Marina Limited
1
Marina operations
Ordinary
-
100.00
Wigrams Turn Marina Limited
1
Marina operations
Ordinary
-
100.00
Crick Marina Limited
1
Marina operations
Ordinary
-
100.00
Cropredy Marina Limited
1
Marina operations
Ordinary
-
100.00
Birdham Shipyard Ltd
1
Dormant
Ordinary
-
100.00
Castle Marinas One Limited
1
Marina operations
Ordinary
-
100.00
Castle Marinas Three Limited
1
Marina operations
Ordinary
-
100.00
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Subsidiaries
(Continued)
- 20 -
Registered office addresses (all UK unless otherwise indicated):
1
Sawley Marina, Long Eaton, Nottinghamshire, NG10 3AE
12
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Corporation tax recoverable
19
19
Other debtors
93
63
112
82
13
Creditors: amounts falling due within one year
2024
2023
as restated
£'000
£'000
Amounts owed to group undertakings
17,116
17,111
Accruals and deferred income
31
68
17,147
17,179
Amounts owed to group undertakings are unsecured, interest-free and payable on demand.
The prior year accruals and deferred income have been restated from £947,000 to £68,000 to reflect a corrected treatment on interest accrued on the deferred consideration which is now being treated as creditors amounts falling due after more than one year (see note 14). In addition, the prior year other creditors balance of £2,047,000, relating to deferred consideration, has been restated to be shown as falling due after more than one year (see note 14). There has been no impact on the company's net liabilities.
14
Creditors: amounts falling due after more than one year
2024
2023
as restated
Notes
£'000
£'000
Other borrowings
15
34,867
31,500
Other creditors
3,131
2,926
37,998
34,426
Other creditors includes deferred consideration arising from the acquisition of Aquavista Watersides Ltd on 14 December 2018 of £2.0m (2023: £2.0m restated). Accrued interest of £1.1m (2023: £0.9m restated) has been included within these numbers.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
15
Loans
2024
2023
£'000
£'000
Other loans
34,867
31,500
Payable after one year
34,867
31,500
Other loans are balances due to related parties as disclosed in note 19.
The loan notes are held by LDC (Nominees) Limited, LDC Parallel (Nominees) Limited, Samelhana Limited (a company related to Mr G P Fletcher, a Director) and the management of the Company.
Loan notes with a balance of £10.2m (2023: £10.2m) are secured by a guarantee and debenture over the company's assets. The remaining loan notes are unsecured.
All loan notes issued attract an interest rate of 10% and are repayable in December 2025. The loan notes are recognised net of debt issue costs of £0.1m (2023: £0.2m).
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
A ordinary shares of 10p each
200,000
200,000
20
20
B ordinary shares of 10p each
758
758
-
-
C ordinary shares of 90p each
35,519
35,519
32
32
236,277
236,277
52
52
A ordinary shares carry voting rights of 1 per share, provided that all such shares held by LDC entities shall not confer more than 49.9% of the total voting rights of all shares. B and C ordinary shares carry voting rights of 1 vote per share. All shares rank equally on a return of capital and full dividend rights are pro rata on the nominal value of shares. All shares are entitled to participate in a distribution arising from a winding up of the company and the shares are not redeemable or liable to be redeemed, either at the option of the company or the shareholder.
17
Reserves
Share premium account
The share premium account includes any premium received on issue of share capital.
Profit and loss account
The profit and loss account includes all current and prior period profits and losses, net of dividends and historic gift aid payments.
PROJECT BELIZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
18
Financial commitments, guarantees and contingent liabilities
As at 31 March 2024, there were guarantees with group companies in respect of group borrowings which are secured by a fixed and floating charge over the properties of Aquavista Watersides Ltd, Castle Marinas Limited and its subsidiaries. At the year end date, the total drawn bank facilities over which a guarantee has been given were £72.9m (2023: £70.3m).
19
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
2024
2023
Interest charged during the year amounted to:
£'000
£'000
Entities with control, joint control or significant influence over the company
3,226
2,923
Key management personnel
50
62
In addition, the company has provided a loan to a member of key management personnel to assist in the purchase of the loan notes. The loan has an interest rate of 2% per annum above Bank of England base rate that compounds annually on 31 December each year. Interest together with the principal amount is repayable on 14th December 2025 or when the loan notes are redeemed if earlier. This loan balance of £68,000 (2023: £63,000) is included within other debtors.
The following note summarises the loan notes held by related parties referred to in note 15.
2024
2023
Amounts due to related parties
£'000
£'000
Entities with control, joint control or significant influence over the company
34,305
31,079
Key management personnel
649
663
Other information
The company has taken advantage of the exemption conferred by Section 33 FRS102, namely from disclosing any transactions entered into between two or more members of the group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
20
Ultimate controlling party
The immediate and ultimate parent company of Project Belize Limited is Aquavista Watersides Topco Ltd, a company incorporated in England and Wales with registered office at Sawley Marina, Long Eaton, Nottingham, NG10 3AE.
The financial statements of the company are consolidated in the financial statements of Aquavista Watersides Topco Ltd, which is the smallest and largest company for which consolidated financial statements are prepared.
No party has a controlling beneficial interest in the Group.
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