Directors' Report and |
Unaudited |
Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
for |
Canadian & Portland Estates |
(Holdings) Limited |
Directors' Report and |
Unaudited |
Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
for |
Canadian & Portland Estates |
(Holdings) Limited |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
Page |
Company Information | 1 |
Directors' Report | 2 |
Consolidated Income Statement | 4 |
Consolidated Balance Sheet | 5 |
Company Balance Sheet | 7 |
Consolidated Statement of Changes in Equity | 8 |
Company Statement of Changes in Equity | 9 |
Notes to the Consolidated Financial Statements | 10 |
Canadian & Portland Estates |
(Holdings) Limited |
Company Information |
for the Year Ended 31 March 2024 |
DIRECTORS: |
SECRETARIES: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Chartered Accountants |
8-10 South Street |
Epsom |
Surrey |
KT18 7PF |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Directors' Report |
for the Year Ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of property investment with occasional development and trading. |
REVIEW OF BUSINESS |
The group has maintained a healthily cash position during the financial year, which has allowed it to protect against the continuing after effects of COVID, the cost of living crisis and wider economic issues. This has enable us to reduce our borrowings to protect against interest rate rises. |
The group has continues to de-risk as much as possible by holding a diversified portfolios of commercial properties, covering restaurants, office space, retail and warehouses. |
The additional of a new property after the balance sheet date represents the directors continued view that further investments will be made if the right opportunity arises. |
Dividends have been declared to maintain healthy cash positions, while generating a return for the shareholders. |
The group generated profit before tax and revaluations of £2,024,413 (2023: £2,120,399). |
EVENTS SINCE THE END OF THE YEAR |
The group acquired a new investment site after date through a newly incorporated company, Canadian & Northampton Limited (company number 15616691). The company is 100% subsidiary of Canadian & Portland Estates (Holdings) Limited. |
The property was acquired for £6,376,000 and was funded by group cashflow; no additional bank loans were obtained to fund. |
The group also exchanged contracts on the acquisition of two further sites in Crawley and Reading. These were signed in newly added group SPV companies, Canadian & Crawley Limited (company number 15901029) and Canadian & Reading Limited (company number 15913522) respectively. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
POLITICAL DONATIONS AND EXPENDITURE |
During the year the company the following contributions: |
Charitable: |
2023: £8,500 |
2022: £5,995 |
Charitable donations were to charities local to investment properties, to support community projects. |
FINANCIAL RISK MANAGEMENT |
The directors' financial risk management objective is to maximise financial assets and minimise financial liabilities whilst not engaging in speculation. |
DISCLOSURE IN THE STRATEGIC REPORT |
In accordance with S414C of the Companies Act; included in the Strategic Report is the review of the business and principal risks and uncertainties. This information would have otherwise been required by Schedule 7 of the Large and Medium size Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors Report. |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Directors' Report |
for the Year Ended 31 March 2024 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Consolidated |
Income Statement |
for the Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 3,195,094 | 3,468,266 |
Cost of sales | (219,000 | ) | (214,864 | ) |
GROSS PROFIT | 2,976,094 | 3,253,402 |
Administrative expenses | (995,740 | ) | (1,259,760 | ) |
1,980,354 | 1,993,642 |
Other operating income | 3 | - | (556,996 | ) |
Gain/loss on revaluation of investments | (7,444,150 | ) | (4,591,802 | ) |
OPERATING LOSS | 5 | (5,463,796 | ) | (3,155,156 | ) |
Interest receivable and similar income | 43,833 | 126,757 |
(5,419,963 | ) | (3,028,399 | ) |
Interest payable and similar expenses | 6 | (582,215 | ) | (801,201 | ) |
LOSS BEFORE TAXATION | (6,002,178 | ) | (3,829,600 | ) |
Tax on loss | 7 | 734,278 | (1,538,443 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (5,371,294 | ) | (5,459,439 | ) |
Non-controlling interests | 103,394 | 91,396 |
(5,267,900 | ) | (5,368,043 | ) |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Consolidated Balance Sheet |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 9 | 48,315,420 | 54,862,248 |
Investments | 10 | - | - |
48,315,420 | 54,862,248 |
CURRENT ASSETS |
Debtors | 11 | 1,436,458 | 803,212 |
Cash at bank | 13,825,857 | 14,953,699 |
15,262,315 | 15,756,911 |
CREDITORS |
Amounts falling due within one year | 12 | 16,877,212 | 1,652,760 |
NET CURRENT (LIABILITIES)/ASSETS | (1,614,897 | ) | 14,104,151 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
46,700,523 |
68,966,399 |
CREDITORS |
Amounts falling due after more than one year |
13 |
- |
(15,000,000 |
) |
PROVISIONS FOR LIABILITIES | 16 | (4,177,185 | ) | (5,247,185 | ) |
NET ASSETS | 42,523,338 | 48,719,214 |
CAPITAL AND RESERVES |
Called up share capital | 17 | 50,040 | 50,040 |
Share premium | 18 | 3,580 | 3,580 |
Fair value reserve | 18 | 13,190,243 | 16,666,035 |
Retained earnings | 18 | 28,245,617 | 31,026,337 |
SHAREHOLDERS' FUNDS | 41,489,480 | 47,745,992 |
NON-CONTROLLING INTERESTS | 19 | 1,033,858 | 973,222 |
TOTAL EQUITY | 42,523,338 | 48,719,214 |
The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2024. |
The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 March 2024 in accordance with Section 476 of the Companies Act 2006. |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group. |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Consolidated Balance Sheet - continued |
31 March 2024 |
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. |
The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2024 and were signed on its behalf by: |
Mr M Williams FCA - Director |
Mrs S Clark - Director |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Company Balance Sheet |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Retained earnings | 18 |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year | (511,684 | ) | 108,916 |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 April 2022 | 50,040 | 24,104,323 | 3,580 |
Changes in equity |
Total comprehensive income | - | (5,459,439 | ) | - |
Dividends | - | (2,000,000 | ) | - |
Fair value transfer | - | 14,381,453 | - |
50,040 | 31,026,337 | 3,580 |
Non-controlling interest distribution paid |
- |
- |
- |
Balance at 31 March 2023 | 50,040 | 31,026,337 | 3,580 |
Changes in equity |
Total comprehensive income | - | (5,356,512 | ) | - |
Dividends | - | (900,000 | ) | - |
Fair value transfer | - | 3,475,792 | - |
50,040 | 28,245,617 | 3,580 |
Non-controlling interest distribution paid |
- |
- |
- |
Balance at 31 March 2024 | 50,040 | 28,245,617 | 3,580 |
Fair |
value | Non-controlling | Total |
reserve | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 April 2022 | 31,047,488 | 55,205,431 | 981,816 | 56,187,247 |
Changes in equity |
Total comprehensive income | - | (5,459,439 | ) | 91,396 | (5,368,043 | ) |
Dividends | - | (2,000,000 | ) | - | (2,000,000 | ) |
Fair value transfer | (14,381,453 | ) | - | - | - |
16,666,035 | 47,745,992 | 1,073,212 | 48,819,204 |
Non-controlling interest distribution paid |
- |
- |
(99,990 |
) |
(99,990 |
) |
Balance at 31 March 2023 | 16,666,035 | 47,745,992 | 973,222 | 48,719,214 |
Changes in equity |
Total comprehensive income | - | (5,356,512 | ) | 103,395 | (5,253,117 | ) |
Dividends | - | (900,000 | ) | - | (900,000 | ) |
Fair value transfer | (3,475,792 | ) | - | - | - |
13,190,243 | 41,489,480 | 1,076,617 | 42,566,097 |
Non-controlling interest distribution paid |
- |
- |
(51,508 |
) |
(51,508 |
) |
Balance at 31 March 2024 | 13,190,243 | 41,489,480 | 1,025,109 | 42,514,589 |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Company Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 March 2024 |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
Canadian & Portland Estates (Holdings) Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. |
Preparation of consolidated financial statements |
The consolidated financial statements incorporate the financial statements to the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over its useful economic life. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss for the parent company is omitted from the group financial statements by virtue of the Companies Act 2006. The accounts can be obtained from 76 New Bond Street, London W1S 1RX. |
Significant judgments and estimates |
Investment property, which is freehold, was revalued to fair value at 31 March 2022, based on a valuation undertaken by a suitably qualified director with recent experience in the location and class of the investment property being valued. |
Joint ventures |
The company is involved in one joint venture. The full asset and income is brought into the accounts with a deduction for the JV partner shown as a Minority Interest charge. |
Turnover |
Turnover represents rents receivable in relation to the accounting period after adjusting for rent free periods and other agreed rebates and discounts. VAT and other taxes are excluded. |
Depreciation |
Depreciation is calculated so as to write off the cost of an asset, net of anticipated disposal proceeds, over the useful economic life of the asset as follows: |
Investment properties - nil |
Leasehold improvements - 20% per annum straight line |
Fixtures and fittings - 33.33% per annum straight line |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the group to fund in respect of the year. The assets of the scheme are held separately from those of the group in an independently administered fund. |
3. | OTHER OPERATING INCOME |
2024 | 2023 |
£ | £ |
Profit on sale of fixed asset investments | - | (556,996 | ) |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
The average number of employees by undertakings that were proportionately consolidated during the year was 4 (2023 - 3 ) . |
5. | OPERATING LOSS |
The operating loss is stated after charging: |
2024 | 2023 |
£ | £ |
Depreciation - owned assets | 57,553 | 65,004 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank interest | 582,215 | 801,201 |
7. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 335,722 | 281,699 |
Deferred tax | (1,070,000 | ) | 1,256,744 |
Tax on loss | (734,278 | ) | 1,538,443 |
UK corporation tax was charged at 19 %) in 2023. |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | TANGIBLE FIXED ASSETS |
Group |
Investment | Plant and |
Property | machinery | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 April 2023 | 54,773,579 | 274,369 | 55,047,948 |
Additions | 954,470 | 405 | 954,875 |
Revaluations | (7,444,150 | ) | - | (7,444,150 | ) |
At 31 March 2024 | 48,283,899 | 274,774 | 48,558,673 |
DEPRECIATION |
At 1 April 2023 | - | 185,700 | 185,700 |
Charge for year | - | 57,553 | 57,553 |
At 31 March 2024 | - | 243,253 | 243,253 |
NET BOOK VALUE |
At 31 March 2024 | 48,283,899 | 31,521 | 48,315,420 |
At 31 March 2023 | 54,773,579 | 88,669 | 54,862,248 |
No depreciation is provided in respect of the group's investment property. The valuation of the investment property at the balance sheet date has been performed by a suitably qualified director. |
On historical cost basis, the group's investment properties would be been included at an original cost of £65,388,740 (2021: £64,770,689). |
10. | FIXED ASSET INVESTMENTS |
The group or company's investments at the Balance Sheet date in the share capital of companies include the following: |
- Chapel Properties Limited (registered number: 03143568) |
- Canadian & Portland Developments Limited (registered number: 03037164) |
- Canadian & Butler Limited (registered number: 03935321) |
- Riverside Edge Limited (registered number: 08788465) |
- Thames Street Properties Limited (registered number: 11023677) |
- Canadian & Portland Estates Limited (registered number: 01676411) |
- Canadian & Arcadia Limited (registered number: 09943033) |
- Canadian & Riverside Limited (registered number: 09208731) |
- Canadian & West End Limited (registered number: 09943076) |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 886,007 | 394,047 |
Amounts owed by group undertakings | 1 | - |
Other debtors | 57,249 | 33,251 |
Tax | - | - |
Prepayments and accrued income | 493,201 | 375,914 |
1,436,458 | 803,212 |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 14) | 15,000,000 | - |
Trade creditors | 71,963 | 116,220 |
Amounts owed to group undertakings | 41 | - |
Tax | 293,087 | 219,991 |
Social security and other taxes | 48,693 | 29,472 |
VAT | 190,481 | 226,116 | 26,497 | 26,915 |
Other creditors | 339 | 339 |
Deferred income | 833,372 | 666,750 |
Accrued expenses | 439,236 | 393,872 |
16,877,212 | 1,652,760 |
13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Bank loans (see note 14) | - | 15,000,000 |
14. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 15,000,000 | - |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | - | 15,000,000 |
15. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2024 | 2023 |
£ | £ |
Bank loans | 15,000,000 | 15,000,000 |
The company has a bank loan which is on an interest only basis until January 2025 The loan is secured by way of a first charge and debenture over the company property together with that of fellow subsidiaries |
16. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 4,177,185 | 5,247,185 |
Canadian & Portland Estates |
(Holdings) Limited (Registered number: 09194545) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
16. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2023 | 5,247,185 |
Provided during year | (1,070,000 | ) |
Released on disposal |
Balance at 31 March 2024 | 4,177,185 |
Deferred tax arises in respect of the revaluation of property after indexation. |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 50,040 | 50,040 |
18. | RESERVES |
The group's and company's other reserves are as follows: |
The retained earnings reserve represents cumulative profits or losses, net of dividends paid and other adjustments. |
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses. |
The fair value reserve represents the cumulative effect of revaluations of freehold land and buildings which are revalued to fair value at each reporting date. |
19. | NON-CONTROLLING INTERESTS |
The minority interest is a 25% interest in Felixstowe, one of the investment properties held by the group. The 25% minority holding is held by CJ Bourne (Asset Management) Limited. |
20. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' Section 33, not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
21. | POST BALANCE SHEET EVENTS |
The group acquired a new investment site after date through a newly incorporated company, Canadian & Northampton Limited (company number 15616691). The company is 100% subsidiary of Canadian & Portland Estates (Holdings) Limited. |
The property was acquired for £6,376,000 and was funded by group cashflow; not additional bank loans were obtained to fund. |
22. | ULTIMATE CONTROLLING PARTY |
There is no ultimate controlling party. |