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COMPANY REGISTRATION NUMBER: NI654581
Herbert Corporate Holdings Limited
Financial Statements
31 December 2023
Herbert Corporate Holdings Limited
Financial Statements
Year ended 31 December 2023
Contents
Page
Officers and professional advisers
1
Strategic report
2
Director's report
4
Independent auditor's report to the members
6
Consolidated statement of comprehensive income
11
Consolidated statement of financial position
12
Company statement of financial position
13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated statement of cash flows
16
Notes to the financial statements
17
Herbert Corporate Holdings Limited
Officers and Professional Advisers
Director
Mrs L E Herbert
Registered office
Aisling House
50 Stranmilis Embankment
Belfast
BT9 5FL
Auditor
Maneely Mc Cann Chartered Accountants
Chartered accountants & statutory auditor
Aisling House
50 Stranmillis Embankment
Belfast
BT9 5FL
Bankers
Danske Bank
Donegall Square West
Belfast
BT1 6JS
Ulster Bank Limited
11-16 Donegall Square East
Belfast
BT1 5UB
Solicitors
DWF (Northern Ireland) LLP
Jefferson House
42 Queen Street
Belfast
BT1 6HL
Carson Mc Dowell
Murray House
Murray Street
Belfast
BT1 6DN
Herbert Corporate Holdings Limited
Strategic Report
Year ended 31 December 2023
The principal activity of the company during the period was that of a holding company. The principal activities of the Herbert Corporate Holdings Limited Group are property investment and development. The group's revenues in the period were generated by rental income from investment properties and the sale of trading properties. The group operates throughout Northern Ireland, Scotland, England and the Republic of Ireland. The group holds a substantial investment property portfolio throughout the United Kingdom and Republic of Ireland. The group made some major acquisitions during the year and are very pleased with the resulting trading and future opportunities to enhance value. The group continues to achieve good rental yields. The group also holds several properties and sites for large scale development. The group's result is a profit on ordinary activities before tax of £8.8 million (2022: £24.7 million). At the period end net assets of the group were £143.1 million (2022: £142.3 million). Overall the director is satisfied with the group's results for the period. The group is well placed to deal with any uncertainties that may arise and in response to this the director is involved in prudent business planning and working closely with the group's key stakeholders. The director continues to seek opportunities for property investment and development that fit with the group's strategic objectives. The group's property business is sensitive to changes in property values, occupancy, rental returns, inflation and interest rates. The director is aware that any plans for future development of the business may be subject to unforeseen future events outside her control. The director however focuses strongly on managing and mitigating these risks as well as exploring new opportunities for the business.
The group's operations expose it to a variety of financial risks that include liquidity risk and interest rate risk. Given the size of the group, the director has not delegated the responsibility of monitoring financial risk management to a sub committee. The policies are set and reviewed by the director, and are implemented by the group's finance team. The main risks are summarised below: Foreign exchange risk While the greater part of the group's revenues and expenses are denominated in sterling, the group is exposed to some foreign exchange risk in the normal course of business. While the group has not used financial instruments to hedge foreign exchange exposure, this position is under constant review. Liquidity risk The group actively maintains a mixture of long-term and short-term finance to ensure sufficient liquidity available for operations and any planned expansions. Interest rate risk The group finances its operations through a combination of bank overdrafts, bank loans and other loans, and has a policy of of maintaining interest bearing liabilities at fixed rates via interest rate swaps with its current lenders. The director will revisit the appropriateness of this policy should the group's operations change in size or nature.
This report was approved by the board of directors on 21 August 2024 and signed on behalf of the board by:
Mrs L E Herbert
Director
Registered office:
Aisling House
50 Stranmilis Embankment
Belfast
BT9 5FL
Herbert Corporate Holdings Limited
Director's Report
Year ended 31 December 2023
The director presents her report and the financial statements of the group for the year ended 31 December 2023 .
Director
The director who served the company during the year was as follows:
Mrs L E Herbert
Dividends
Particulars of recommended dividends are detailed in note 15 to the financial statements.
Employment of disabled persons
The company gives full consideration to applications from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.
Employee involvement
It is the policy of the group to provide employees with information on matters of concern to them through the normal management channels. The involvement of the employees in the group's performance is encouraged by the provision of relevant information aimed at achieving employee awareness of the various factors affecting the group.
Director's responsibilities statement
The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments 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 director is 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. She is 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 21 August 2024 and signed on behalf of the board by:
Mrs L E Herbert
Director
Registered office:
Aisling House
50 Stranmilis Embankment
Belfast
BT9 5FL
Herbert Corporate Holdings Limited
Independent Auditor's Report to the Members of Herbert Corporate Holdings Limited
Year ended 31 December 2023
Opinion
We have audited the financial statements of Herbert Corporate Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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 group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of the director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: - the nature of the industry and sector, control environment and business performance including the design of the Group's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; - results of our enquiries of management about their own identification and assessment of the risks of irregularities; - any matters we identified having obtained and reviewed the Group's documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; - the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006 and Taxation Legislation. Audit response to risks identified Our procedures to respond to risks identified included the following: - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - enquiring of management and external legal counsel concerning actual and potential litigation and claims; - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; - reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in new making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Cathal Maneely
(Senior Statutory Auditor)
For and on behalf of
Maneely Mc Cann Chartered Accountants
Chartered accountants & statutory auditor
Aisling House
50 Stranmillis Embankment
Belfast
BT9 5FL
21 August 2024
Herbert Corporate Holdings Limited
Consolidated Statement of Comprehensive Income
Year ended 31 December 2023
2023
2022
Note
£
£
Turnover
4
16,353,158
10,231,628
Cost of sales
2,798,304
4,057,536
-------------
-------------
Gross profit
13,554,854
6,174,092
Administrative expenses
3,351,704
( 9,376,625)
Other operating income
5
52,831
85,894
-------------
-------------
Operating profit
6
10,255,981
15,636,611
Income from shares in group undertakings
11
2,418,723
9,717,241
Other interest receivable and similar income
12
720
20,224
Interest payable and similar expenses
13
3,859,952
653,970
-------------
-------------
Profit before taxation
8,815,472
24,720,106
Tax on profit
14
6,455,403
( 230,953)
------------
-------------
Profit for the financial year
2,360,069
24,951,059
------------
-------------
Foreign currency retranslation
93,822
------------
-------------
Total comprehensive income for the year
2,360,069
25,044,881
------------
-------------
All the activities of the group are from continuing operations.
Herbert Corporate Holdings Limited
Consolidated Statement of Financial Position
31 December 2023
2023
2022
Note
£
£
Fixed assets
Negative goodwill
16
( 231,415)
Tangible assets
17
217,666,912
149,816,161
Investments
18
13,952
13,952
--------------
--------------
217,449,449
149,830,113
Current assets
Stocks
19
14,988,486
24,794,036
Debtors
20
5,050,521
7,768,431
Cash at bank and in hand
1,049,052
1,844,981
-------------
-------------
21,088,059
34,407,448
Creditors: amounts falling due within one year
21
14,933,226
10,946,420
-------------
-------------
Net current assets
6,154,833
23,461,028
--------------
--------------
Total assets less current liabilities
223,604,282
173,291,141
Creditors: amounts falling due after more than one year
22
80,457,141
31,004,069
--------------
--------------
Net assets
143,147,141
142,287,072
--------------
--------------
Capital and reserves
Called up share capital
25
101
101
Share premium account
26
99
99
Capital redemption reserve
26
322,500
322,500
Other reserves, including the fair value reserve
26
1,365,725
1,365,725
Profit and loss account
26
141,458,716
140,598,647
--------------
--------------
Shareholders funds
143,147,141
142,287,072
--------------
--------------
These financial statements were approved by the board of directors and authorised for issue on 21 August 2024 , and are signed on behalf of the board by:
Mrs L E Herbert
Director
Company registration number: NI654581
Herbert Corporate Holdings Limited
Company Statement of Financial Position
31 December 2023
2023
2022
Note
£
£
Fixed assets
Investments
18
610,600
610,600
Current assets
Debtors
20
800,100
800,100
Creditors: amounts falling due within one year
21
25,150
755,440
---------
---------
Net current assets
774,950
44,660
------------
---------
Total assets less current liabilities
1,385,550
655,260
Creditors: amounts falling due after more than one year
22
755,440
------------
---------
Net assets
630,110
655,260
------------
---------
Capital and reserves
Called up share capital
25
101
101
Share premium account
26
610,599
610,599
Profit and loss account
26
19,410
44,560
---------
---------
Shareholders funds
630,110
655,260
---------
---------
The profit for the financial year of the parent company was £ 1,474,850 (2022: £Nil).
These financial statements were approved by the board of directors and authorised for issue on 21 August 2024 , and are signed on behalf of the board by:
Mrs L E Herbert
Director
Company registration number: NI654581
Herbert Corporate Holdings Limited
Consolidated Statement of Changes in Equity
Year ended 31 December 2023
Called up share capital
Share premium account
Capital redemption reserve
Other reserves, including the fair value reserve
Profit and loss account
Total
£
£
£
£
£
£
At 1 January 2022
101
99
322,500
1,365,725
115,553,766
117,242,191
Profit for the year
24,951,059
24,951,059
Other comprehensive income for the year:
Foreign currency retranslation
93,822
93,822
----
----
---------
------------
-------------
-------------
Total comprehensive income for the year
25,044,881
25,044,881
At 31 December 2022
101
99
322,500
1,365,725
140,598,647
142,287,072
Profit for the year
2,360,069
2,360,069
----
----
---------
------------
-------------
-------------
Total comprehensive income for the year
2,360,069
2,360,069
Dividends paid and payable
15
( 1,500,000)
( 1,500,000)
----
----
----
----
------------
------------
Total investments by and distributions to owners
( 1,500,000)
( 1,500,000)
----
----
---------
------------
-------------
-------------
At 31 December 2023
101
99
322,500
1,365,725
141,458,716
143,147,141
----
----
---------
------------
-------------
-------------
Herbert Corporate Holdings Limited
Company Statement of Changes in Equity
Year ended 31 December 2023
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 January 2022
101
610,599
44,560
655,260
Profit for the year
At 31 December 2022
101
610,599
44,560
655,260
Profit for the year
1,474,850
1,474,850
----
---------
------------
------------
Total comprehensive income for the year
1,474,850
1,474,850
Dividends paid and payable
15
( 1,500,000)
( 1,500,000)
----
----
------------
------------
Total investments by and distributions to owners
( 1,500,000)
( 1,500,000)
----
---------
------------
------------
At 31 December 2023
101
610,599
19,410
630,110
----
---------
------------
------------
Herbert Corporate Holdings Limited
Consolidated Statement of Cash Flows
Year ended 31 December 2023
2023
2022
£
£
Cash flows from operating activities
Profit for the financial year
2,360,069
24,951,059
Adjustments for:
Depreciation of tangible assets
28,768
26,013
Amortisation of intangible assets
( 5,934)
Fair value adjustment of investment property
( 908,934)
( 12,512,871)
Income from shares in group undertakings
( 2,418,723)
( 9,717,241)
Other interest receivable and similar income
( 720)
( 20,224)
Interest payable and similar expenses
3,859,952
653,970
(Gains)/loss on disposal of tangible assets
( 222,757)
35,947
Tax on profit
6,455,403
( 230,953)
Accrued (income)/expenses
( 171,202)
1,557,914
Changes in:
Stocks
9,805,550
( 8,769,786)
Trade and other debtors
2,717,910
( 476,329)
Trade and other creditors
406,980
( 9,578,930)
-------------
-------------
Cash generated from operations
21,906,362
( 14,081,431)
Interest paid
( 3,859,952)
( 653,970)
Interest received
720
20,224
Tax paid
( 174,497)
( 466,895)
-------------
-------------
Net cash from/(used in) operating activities
17,872,633
( 15,182,072)
-------------
-------------
Cash flows from investing activities
Purchase of tangible assets
( 77,065,048)
( 10,302,208)
Proceeds from sale of tangible assets
4,135,100
598,015
Purchase of intangible assets
237,349
Proceeds from sale of subsidiaries
2,418,723
9,717,241
Purchases of other investments
( 2)
-------------
-------------
Net cash (used in)/from investing activities
( 70,273,876)
13,046
-------------
-------------
Cash flows from financing activities
Proceeds from borrowings
51,564,799
9,064,528
Proceeds from loans from group undertakings
40,515
-------------
-------------
Net cash from financing activities
51,605,314
9,064,528
-------------
-------------
Net decrease in cash and cash equivalents
( 795,929)
( 6,104,498)
Cash and cash equivalents at beginning of year
1,844,981
7,949,479
------------
------------
Cash and cash equivalents at end of year
1,049,052
1,844,981
------------
------------
Herbert Corporate Holdings Limited
Notes to the Financial Statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is Aisling House, 50 Stranmilis Embankment, Belfast, BT9 5FL.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Exclusivity agreement
Where a group company has received a lump sum payment from an exclusivity agreement, in relation to the purchase and supply of specific goods, the income is treated as deferred income and released to the profit and loss account over the term of the agreement.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. A group reconstruction completed during a prior period, whereby Herbert Corporate Holdings Limited became the ultimate parent company of Banner Dell Limited by way of a share for share exchange with Mrs L Herbert. This was accounted for using the merger accounting method as permitted under FRS 102 for group reconstructions. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income. The accounting policies of group undertakings are adjusted, where appropriate, to conform to group accounting policies.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from retail activities is recognised on the date of supply; revenue from rentals accrues on a time basis by reference to the agreements entered; turnover from property sales is recognised on the date of completion. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Exceptional items
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. The financial statements of foreign subsidiary undertakings are translated at the rate ruling at the balance sheet date. The exchange difference arising on the retranslation of the opening net assets is taken directly to reserves.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
5% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss. Land and buildings Land and buildings other than investment properties are revalued in accordance with FRS 102. Any surpluses or deficits thereon are credited/debited to a revaluation reserve. Deficits arising are charged to the profit and loss if not exceeded by previous revaluation surpluses. The annual depreciation charge which would be necessary to write the book value of the assets to residual value is considered to be immaterial and is therefore nor provided for. Investment property Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss. If a reliable measure of fair value is no longer available without undue cost or effort for an item of investment property, it shall be transferred to tangible assets and treated as such until it is expected that fair value will be reliably measurable on an on-going basis.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Fixtures and fittings
-
25% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Investments in joint ventures
Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Stocks
Trading property stock and work in progress Trading property stock and work in progress is stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each property or site to its present location and condition. Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion or disposal. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of trading property stock and work in progress.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:
2023
2022
£
£
Rental income
12,809,845
8,931,628
Trading property sales
3,543,313
1,300,000
-------------
-------------
16,353,158
10,231,628
-------------
-------------
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Other operating income
2023
2022
£
£
Other operating income
52,831
85,894
--------
--------
6. Operating loss
Operating profit or loss is stated after charging/crediting:
2023
2022
£
£
Amortisation of intangible assets
( 5,934)
Depreciation of tangible assets
28,768
26,013
(Gains)/loss on disposal of tangible assets
( 222,757)
35,947
Fair value adjustments to investment property
( 908,934)
( 12,512,871)
Impairment of trade debtors
16,321
65,500
Foreign exchange differences
2,981
48,143
---------
-------------
7. Auditor's remuneration
2023
2022
£
£
Fees payable for the audit of the financial statements
8,000
8,000
-------
-------
Fees payable to the company's auditor and its associates for other services:
Audit of the financial statements of associates
43,500
48,100
Taxation compliance services
5,150
6,500
Taxation advisory services
2,000
3,000
Other non-audit services
71,000
61,600
---------
---------
121,650
119,200
---------
---------
8. Staff costs
The average number of persons employed by the group during the year, including the director, amounted to:
2023
2022
No.
No.
Administrative staff
7
7
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2023
2022
£
£
Wages and salaries
438,599
411,551
Social security costs
49,804
50,757
Other pension costs
32,331
36,238
---------
---------
520,734
498,546
---------
---------
9. Director's remuneration
The director's aggregate remuneration in respect of qualifying services was:
2023
2022
£
£
Remuneration
66,979
78,425
--------
--------
10. Exceptional items
Group
Company
2023
2022
2023
2022
£
£
£
£
Investment property - fair value adjustment
( 908,934)
( 12,512,871)
---------
-------------
----
----
There was no impact on taxation in respect of any of the above.
11. Income from shares in group undertakings
2023
2022
£
£
(Gain)/loss on disposal of shares in group
2,418,723
9,717,241
------------
------------
12. Other interest receivable and similar income
2023
2022
£
£
Interest on cash and cash equivalents
384
Other interest receivable and similar income
720
19,840
----
--------
720
20,224
----
--------
13. Interest payable and similar expenses
2023
2022
£
£
Interest on banks loans and overdrafts
3,843,405
653,970
Other interest payable and similar charges
16,547
------------
---------
3,859,952
653,970
------------
---------
14. Tax on profit
Major components of tax income
2023
2022
£
£
Current tax:
UK current tax income
1,598,113
220,873
Adjustments in respect of prior periods
147,354
( 210,543)
------------
---------
Total UK current tax
1,745,467
10,330
Foreign current tax income
27,816
19,127
------------
--------
Total current tax
1,773,283
29,457
------------
--------
Deferred tax:
Origination and reversal of timing differences
4,682,120
( 260,410)
------------
---------
Tax on profit
6,455,403
( 230,953)
------------
---------
Reconciliation of tax expense/(income)
The tax assessed on the profit on ordinary activities for the year is higher than (2022: lower than) the standard rate of corporation tax in the UK of 25 % (2022: 19 %).
2023
2022
£
£
Profit on ordinary activities before taxation
8,815,472
24,720,106
------------
-------------
Profit on ordinary activities by rate of tax
2,167,743
4,681,442
Adjustment to tax charge in respect of prior periods
147,354
( 210,543)
Effect of expenses not deductible for tax purposes
( 508,371)
( 4,284,594)
Effect of capital allowances and depreciation
( 5,627)
( 20,220)
Effect of different UK tax rates on some earnings
(27,816)
(17,434)
Utilisation of tax losses
( 119,194)
Origination and reversal of timing differences
4,682,120
( 260,410)
------------
-------------
Tax on profit
6,455,403
( 230,953)
------------
-------------
15. Dividends
2023
2022
£
£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
1,500,000
------------
----
16. Intangible assets
Group
Goodwill
£
Cost
At 1 January 2023
1,101,375
Additions
( 237,349)
------------
At 31 December 2023
864,026
------------
Amortisation
At 1 January 2023
1,101,375
Charge for the year
( 5,934)
------------
At 31 December 2023
1,095,441
------------
Carrying amount
At 31 December 2023
( 231,415)
------------
At 31 December 2022
------------
The company has no intangible assets.
17. Tangible assets
Group
Investment properties
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2023
149,729,374
112,800
149,842,174
Additions
56,923,819
11,108
56,934,927
Disposals
( 3,908,818)
( 7,800)
( 3,916,618)
Revaluations
908,935
908,935
Transfer from trading stock
13,950,000
13,950,000
--------------
---------
--------------
At 31 December 2023
217,603,310
116,108
217,719,418
--------------
---------
--------------
Depreciation
At 1 January 2023
26,013
26,013
Charge for the year
28,768
28,768
Disposals
( 2,275)
( 2,275)
--------------
---------
--------------
At 31 December 2023
52,506
52,506
--------------
---------
--------------
Carrying amount
At 31 December 2023
217,603,310
63,602
217,666,912
--------------
---------
--------------
At 31 December 2022
149,729,374
86,787
149,816,161
--------------
---------
--------------
The company has no tangible assets.
Tangible assets held at valuation
Revaluation of fixed assets Investment properties are valued by a director on an open market value for existing use basis, having regard to any recent professional valuations, discussions with, and marketing material provided by external agents. The director is of the opinion that the market valuations of the investment properties are not materially different from that shown in the accounts.
In respect of tangible assets held at valuation, aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
Group
Investment properties
£
At 31 December 2023
Aggregate cost
147,193,543
Aggregate depreciation
--------------
Carrying value
147,193,543
--------------
At 31 December 2022
Aggregate cost
130,750,009
Aggregate depreciation
--------------
Carrying value
130,750,009
--------------
18. Investments
Group
Shares in group undertakings
Other investments other than loans
Total
£
£
£
Cost
At 1 January 2023 and 31 December 2023
13,950
2
13,952
--------
----
--------
Impairment
At 1 January 2023 and 31 December 2023
--------
----
--------
Carrying amount
At 1 January 2023 and 31 December 2023
13,950
2
13,952
--------
----
--------
At 31 December 2022
13,950
2
13,952
--------
----
--------
Company
Shares in group undertakings
£
Cost
At 1 January 2023 and 31 December 2023
610,600
---------
Impairment
At 1 January 2023 and 31 December 2023
---------
Carrying amount
At 1 January 2023 and 31 December 2023
610,600
---------
At 31 December 2022
610,600
---------
Subsidiaries, associates and other investments
The investment in group undertakings comprises:
Banner Dell Limited Northern Ireland Ordinary shares 100% Holding company
Banner Dell Limited holds investments in the following group companies:
Herbel Limited Northern Ireland Ordinary shares 100% Holding company
Scotco (Eastern) Limited Scotland Ordinary shares 100% Property investment & development
Brechan Limited Northern Ireland Ordinary shares 100% Dormant
Herbel Restaurants Limited Northern Ireland Ordinary shares 100% Property investment
L Herbert & Son Limited Northern Ireland Ordinary shares 100% Property investment & development
Kirk Bryson & Co Limited Northern Ireland Ordinary shares 100% Property investment
Kirk Bryson (Ireland) Limited Republic of Ireland Ordinary shares 100% Dormant
HB Building Property Services Limited Northern Ireland Ordinary shares 100% Property development
Lesley Developments Limited Northern Ireland Ordinary shares 100% Property development
Lesley Developments (Lisburn) Limited Northern Ireland Ordinary shares 100% Property development
Lesley Developments (Greenisland) Limited Northern Ireland Ordinary shares 100% Property development
Lesley Portrush Limited Northern Ireland Ordinary shares 100% Property development
Forestside Acquisitions Limited Northern Ireland Ordinary shares 100% Property investment
Herbel Property Development Limited Northern Ireland Ordinary shares 100% Property investment & development
Kirk Bryson (Northern) Limited England/Wales Ordinary shares 100% Property investment
Mussenden Properties Limited Northern Ireland Ordinary shares 100% Property investment
During the period the group disposed of its interests in Lesley Holywood Properties Limited.
19. Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Work in progress
14,988,486
24,794,036
-------------
-------------
----
----
20. Debtors
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade debtors
1,450,898
1,018,780
Amounts owed by group undertakings
800,000
800,000
Amounts owed by undertakings in which the company has a participating interest
142,949
140,835
Deferred tax asset
4,682,120
Prepayments and accrued income
998,407
43,519
Other debtors
2,458,267
1,883,177
100
100
------------
------------
---------
---------
5,050,521
7,768,431
800,100
800,100
------------
------------
---------
---------
The debtors above include the following amounts falling due after more than one year:
Group
Company
2023
2022
2023
2022
£
£
£
£
Other debtors - desc in a/cs
232,000
232,000
---------
---------
----
----
21. Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
7,332,364
4,639,598
Trade creditors
473,792
458,329
Amounts owed to group undertakings
755,440
Accruals and deferred income
2,940,182
3,126,809
25,150
Corporation tax
1,815,168
216,382
Social security and other taxes
585,273
445,355
Director loan accounts
16,987
557,511
Other creditors
1,769,460
1,502,436
-------------
-------------
--------
---------
14,933,226
10,946,420
25,150
755,440
-------------
-------------
--------
---------
Bank loans and overdrafts of the group are secured by way of fixed and floating charges on the group's assets, by a composite debenture between group companies, by charges over property leases between group companies and by charges over properties.
22. Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
69,847,111
20,434,554
Amounts owed to group undertakings
40,515
755,440
Other creditors
10,569,515
10,569,515
-------------
-------------
---------
----
80,457,141
31,004,069
755,440
-------------
-------------
---------
----
Bank loans are repayable quarterly in arrears.
23. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Included in debtors (note 20)
4,682,120
----
------------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2023
2022
2023
2022
£
£
£
£
Revaluation of tangible assets
( 4,682,120)
----
------------
----
----
24. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 32,331 (2022: £ 36,238 ).
25. Called up share capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
Ordinary shares of £ 1 each
101
101
101
101
----
----
----
----
26. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company. Profit and loss account - This reserve records retained earnings and accumulated losses. Merger reserve - This reserve reflects the difference between the cost of investment and the nominal value of share capital acquired in the group reorganisation .
27. Analysis of changes in net debt
At 1 Jan 2023
Cash flows
At 31 Dec 2023
£
£
£
Cash at bank and in hand
1,844,981
(795,929)
1,049,052
Debt due within one year
(5,197,109)
(2,152,242)
(7,349,351)
Debt due after one year
(20,434,554)
(49,453,072)
(69,887,626)
-------------
-------------
-------------
( 23,786,682)
( 52,401,243)
( 76,187,925)
-------------
-------------
-------------
28. Director's advances, credits and guarantees
During the year the director entered into the following advances and credits with the company and its subsidiary undertakings:
2023
Balance brought forward
Advances/ (credits) to the director
Balance outstanding
£
£
£
Mrs L E Herbert
( 557,511)
540,524
( 16,987)
---------
---------
--------
2022
Balance brought forward
Advances/ (credits) to the director
Balance outstanding
£
£
£
Mrs L E Herbert
( 27,475)
( 530,036)
( 557,511)
--------
---------
---------
29. Related party transactions
Company
Control Mrs L E Herbert is the shareholder of Herbert Corporate Holdings Limited and as such is considered to be the ultimate controlling party of the group and the company. Transactions The company has taken advantage of the exemption from disclosing related party transactions with group companies, in accordance with FRS 102 "The Financial Reporting Standard applicable to the UK and the Republic of Ireland", Section 33 Related Party Disclosures. Herbel Pension Scheme Mrs L E Herbert, director of the company, and Mr M A Herbert, a director of group companies, are trustees of the Herbel Pension Scheme. At the balance sheet date, Scotco (Eastern) Limited was owed £140,835 from the Pension Scheme (2022: £140,835). Key management personnel All key management personnel of the group are directors and their remuneration for the period has been disclosed in note 9 to the financial statements.