Company Registration No. 11043212 (England and Wales)
CONEGATE LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
CONEGATE LIMITED
COMPANY INFORMATION
Director
Mr David Sullivan
Company number
11043212
Registered office
Ramillies House
2 Ramillies Street
London
W1F 7LN
Accountants
F Winter & Co. LLP
Ramillies House
2 Ramillies Street
London
W1F 7LN
Business address
Birch Hall
Coppice Row
Theydon Bois
Essex
CM16 7DR
CONEGATE LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
CONEGATE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 NOVEMBER 2023
30 November 2023
- 1 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
6
765,755
779,617
Investment properties
7
178,536,727
178,917,498
Investments
8
1
1
179,302,483
179,697,116
Current assets
Trade and other receivables
9
18,730,988
13,170,950
Cash and cash equivalents
6,412,322
17,791,555
25,143,310
30,962,505
Current liabilities
10
(4,824,833)
(5,634,997)
Net current assets
20,318,477
25,327,508
Total assets less current liabilities
199,620,960
205,024,624
Non-current liabilities
11
(101,371,541)
(101,080,056)
Provisions for liabilities
(1,202,726)
(2,090,898)
Net assets
97,046,693
101,853,670
Equity
Called up share capital
111
111
Share premium account
152,510,255
152,510,255
Fair value reserve
(63,534,100)
(56,514,655)
Retained earnings
8,070,427
5,857,959
Total equity
97,046,693
101,853,670
As permitted by Section 444(5a) of the Companies Act 2006, the director has not delivered to the registrar a copy of the income statement within the financial statements.true
For the financial year ended 30 November 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
CONEGATE LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
30 NOVEMBER 2023
30 November 2023
- 2 -
The financial statements were approved and signed by the director and authorised for issue on 27 November 2024
Mr David Sullivan
Director
Company Registration No. 11043212
CONEGATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
Share capital
Share premium account
Fair value reserve
Retained earnings
Total
£
£
£
£
£
Balance at 1 December 2021
111
152,510,255
(58,176,307)
5,073,005
99,407,063
Year ended 30 November 2022:
Profit and total comprehensive income for the year
-
-
-
2,446,607
2,446,607
Unrealised profits for period
-
-
1,661,652
(1,661,652)
-
Balance at 30 November 2022
111
152,510,255
(56,514,655)
5,857,960
101,853,670
Year ended 30 November 2023:
Loss and total comprehensive income for the year
-
-
-
(4,806,977)
(4,806,977)
Unrealised profits for period
-
-
(7,019,445)
7,019,445
-
Balance at 30 November 2023
111
152,510,255
(63,534,100)
8,070,428
97,046,693
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 4 -
1
Company information
Conegate Limited (formerly New Conegate Limited) is a private company limited by shares incorporated in England and Wales with registration number 11043212. The registered office is Ramillies House, 2 Ramillies Street, London, W1F 7LN.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provision of FRS102 including the disclosure requirements of section 1A for small entities. There were no material departures from the standard.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
3
Accounting policies
3.1
Accounting convention
The financial statements are prepared under the historical cost convention as modified to include investment properties at fair value.
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 £.
3.2
Going concern
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.true
3.3
Revenue
The company's revenue comprises of rental income, service charge, dilapidation income and other recoverables from tenants and is recognised on a receivable basis.
3.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
10% per annum on a straight line basis
Motor vehicles
20% per annum on a straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
3
Accounting policies
(Continued)
- 5 -
3.5
Investment properties
Investment properties are those properties which are held to earn rentals and/or for capital appreciation. These are initially recognised at cost, which include the purchase cost and any directly attributable expenditure. Subsequently they are measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in income statement. Deferred taxation is provided on these gains at the rate expected to apply when properties are sold. The net unrealised gains for the period are transferred to fair value reserve. When the gains are realised on disposal, the net realised gains are transferred to retained earnings.
Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as plant, property and equipment.
3.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
3.7
Financial instruments
Basic financial assets
Basic financial assets, which include trade and other receivables 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.
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
3.8
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
3
Accounting policies
(Continued)
- 6 -
Deferred tax
The tax expense represents the sum of tax currently payable and deferred tax. Deferred tax is provided at the rate expected to apply at the date that the timing differences reverse, based on the rates enacted or substantively enacted at the balance sheet date.
Deferred taxation is provided on the liability method to take account of timing differences between the treatment of certain items for accounts purposes and their treatment for tax purposes.
Tax deferred or accelerated is accounted for in respect of all material timing differences.
3.9
Pension costs
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are recognised on profit and loss account when due.
3.10
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
3.11
Critical accounting estimates and judgements
The preparation of the financial statements requires management to make judgements estimates and assumptions that may effect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses.
Critical accounting estimates - Investment Properties
At 30th November 2023 the carrying value of the company's investment properties was £178,536,727 (2022: £178,917,498 ). For the year under review, the company's Investment properties were subject to an internal valuation exercise. The fair value of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices. For investment properties where there is no active market, fair value is determined as company's proportionate share of their fair value of the underlying net assets, subject to adjustment if, in the opinion of the director, market conditions and limited liquidity are expected to adversely affect the amount ultimately realisable from the investment. The current market valuations were performed internally as at 30th November 2023 on behalf of the director by Mr. Tim Cooper, an employee of the group who is a qualified chartered surveyor and a member of the RICS, on an open market basis. Following this valuation a deficit of £4,331,099 (2022: Surplus £3,302,659) on the value of the properties was recognised in the financial statements. Whilst the director exercises due care and attention to make reasonable estimates taking into account all available information in estimating the future selling prices, the estimates will, in all likelihood, differ from actual selling prices achieved in the future periods and these differences may, in certain circumstances be very significant.
4
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 7 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
17
17
6
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 December 2022
1,211,117
Additions
165,726
Disposals
(33,950)
At 30 November 2023
1,342,893
Depreciation and impairment
At 1 December 2022
431,501
Depreciation charged in the year
179,586
Eliminated in respect of disposals
(33,949)
At 30 November 2023
577,138
Carrying amount
At 30 November 2023
765,755
At 30 November 2022
779,617
7
Investment property
2023
£
Fair value
At 1 December 2022
178,917,497
Additions
16,831,322
Disposals
(12,880,993)
Revaluations
(4,331,099)
At 30 November 2023
178,536,727
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
7
Investment property
(Continued)
- 8 -
As at 30th November 2023, the fair value of investment properties has been arrived at on the basis of an internal valuation carried out by Mr. Tim Cooper, a qualified chartered surveyor and a member of the RICS, on an open market basis and it is in agreement with the director of the company.
The fair value of the investment properties reflect among other things, rental income from current leases and assumptions about future rental lease income based on current market conditions and anticipated plans for the properties.
On a historical cost basis these would have been included at an original cost of £252,478,703 (2022: £244,951,858).
8
Fixed asset investments
2023
2022
£
£
Investments
1
1
9
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Trade receivables
3,374,093
Amounts owed by group undertakings
14,752,511
12,567,213
Other receivables
107,389
106,742
Corporation tax recoverable
496,995
496,995
18,730,988
13,170,950
10
Current liabilities
2023
2022
£
£
Bank loans and overdrafts
3,726,305
4,346,567
Trade payables
526,363
471,425
Amounts due to group undertakings
232,500
Other taxation and social security
258,179
198,854
Other payables
313,986
385,651
4,824,833
5,634,997
Amounts due to parent undertakings amounting to £NIL (2022: £232,500) are repayable on demand.
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 9 -
11
Non-current liabilities
2023
2022
Notes
£
£
Bank loans
12
39,590,602
41,951,385
Other payables
61,780,939
59,128,671
101,371,541
101,080,056
Other payables include debts amounting to £61,780,939 (2022: £59,128,671) due to a company under common control. These are unsecured loans on which interest is charged at base plus 2% per annum and are repayable between 2026-2027.
The long-term bank loans are secured by fixed charges over the investment property.
12
Borrowings
2023
2022
£
£
Bank loans
43,316,907
46,297,952
Other loans
61,780,939
59,128,671
105,097,846
105,426,623
Payable within one year
3,726,305
4,346,567
Payable between two and five years
101,371,541
101,080,056
Interest on bank loans amounting to £43,316,907 (2022: £46,297,952) is payable at a rate based of 2.25% above the Bank of England Sterling Relevant Reference rate (SONIA) and are repayable by 2026.
13
Related party transactions
CONEGATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
13
Related party transactions
(Continued)
- 10 -
The material related party transactions for the year ended 30th November 2023 were:
- An amount of £82,394 (2022: £82,394) due from a company controlled by the director has been shown within other receivables
- An amount of £61,780,939 (2022: £59,128,671) due to a company controlled by the director has been shown within borrowings payable after more than one year:
During the year, management charges relating to property management £696,355 (2022: £541,414) were paid to a company which is controlled by the director.
The balance outstanding at the year end amounted to £214,925 credit (2022: £312,590 credit).
All of the above companies are independent entities and does not form part of the same group as reporting company.
The company has taken advantage of the exemption in FRS102 35.1A not to disclose transactions between group members where the subsidiaries are wholly owned by the parent.
14
Events after the reporting date
On 21 December 2023, the company completed the purchase of two care homes for £7,083,039 for investment purposes.
15
Parent company
As at 30th November 2023, the immediate parent company is Conegate Holdings Limited (Co. Reg. No. 05219027), a company registered in England and Wales, and the ultimate parent company is Rosequake Investment Holdings Limited (Co. Reg. No. 11070538), a company registered in England and Wales.
Mr. D. Sullivan is the ultimate controlling party by virtue of his shareholding in Rosequake Investment Holdings Limited.
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