Company Registration No. 09565038 (England and Wales)
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
COMPANY INFORMATION
Directors
Mr S S Conway
Mr J S Goldstein
Mr J Lang
Mr G Conway
(Appointed 4 January 2023)
Mr J Cole
(Appointed 27 March 2024)
Company number
09565038
Registered office
72 Welbeck Street
London
W1G 0AY
United Kingdom
Auditor
Ernst & Young LLP
Liberation House
Castle Street
St Helier
Jersey
JE1 1EY
Channel Islands
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 17
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

Introduction

The directors present the strategic report for The Stage Shoreditch Development Limited (the "Company") for the year ended 31 December 2023.

Fair review of the business

During the year the Company continued with the development of a residential and commercial site in Shoreditch and the directors believe that the Company will continue with the development for the foreseeable future.

 

The Company’s development site is located within a prime London metropolitan area and is well-placed to benefit from the positive long-term outlook for the city.

Key performance indicators

Turnover has decreased by 70% year on year. The turnover is comprised of recharges of development expenses to fellow members of The Stage Shoreditch LLP incurred during the year. Gross loss is £41,732,926 in the year (2022 loss- £15,662,013) as the development fee contract expired and was not renewed.

Principal risks and uncertainties

A part of the Company's strategy is to identify risks and uncertainties in the course of its day to day operations and assess those risks with a view to minimising or mitigating these where possible. The directors consider that the principal risks and uncertainties faced by the Company are in the following categories:

 

Market risk

The property development industry is susceptible to the macro-environment economic risks nationally and regionally. The primary market risk to the Company is the risk inflationary and interest rate increases adversely impacting the Company.

 

These risks are managed by fixed price contracts, focusing on appropriate pricing in negotiations, strict cost control and detailed monitoring of projects against expectations and budgets. This risk is also further mitigated as the development nears completion.

 

Energy prices

The energy price cap increase came into effect on 1 April 2022. The directors do not anticipate any material impact on development costs resulting from energy price cap as the Company has already agreed a fixed contract price on behalf of the fellow members of The Stage Shoreditch LLP ("Group").

 

Regulatory risk

As the Company is engaged in development management services, it is therefore subject to extensive and complex laws and regulations relating to the environment and health and safety. Non-compliance can result in delays thereby incurring additional costs, restrictions and/or delays on construction or damage to the Company’s reputation.

 

The Company actively engages with professionals to ensure that all regulatory and legal compliance criteria are met.

 

Liquidity risk

The liquidity risk faced by the Company is the inability to meet its financial obligations as it falls due. The Company mitigates the risk by continuously monitoring its monthly development expenses. The monthly development expenses are funded under loan funding arrangements held by The Stage Shoreditch LLP the Group.

 

Credit risk

The Company's debtors are mostly comprised of intra-group receivables due from fellow subsidiaries within the group, see note 7. At the reporting date, management performed an assessment to consider the risk of fellow subsidiaries defaulting on the repayment of the intra-group receivables. Following the assessment, a provision for bad debt was made.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

Directors' statement of compliance with duty to promote the success of the Company

The directors consider, both individually and together, that they have acted in the way they consider in good faith would be most likely to promote the success of the Company for the benefit of its stakeholders (having regard to matters set out in Section 172 (1) (a) to (f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2023. Such considerations are set out below, having regard for, amongst other matters, the following:

 

- the need for the Company to foster strong business relationships with all stakeholders;

- the likely long term consequences of any decision making during the financial year;

- the need to communicate strategic decisions to stakeholders and explain the thought process and impact;

- the desirability of the Company maintaining a reputation for high standards of business conduct;

- the impact of the Company's operations on the community and the environment;

- the health, safety and wellbeing of suppliers and those on-site; and

- the need to act fairly and with integrity.

 

Whilst the Company does not have any employees (refer to note 5), and does not envision any significant impact to the community or environment due to its operations, no disclosures in relation to the same have been made below. The directors understand the importance of maintaining positive relations with all stakeholders.

 

Suppliers

As part of ensuring that the Company’s and its stakeholders’ commercial dealings are aligned, regular meetings and other forms of engagement are undertaken. This allows the Company to build on the relationships, discuss the appropriate strategic decisions and ensure milestones are met. This is important to ensure that the principal activity of the Company meets the Group's end customers' requirements whilst suppliers are treated ethically and fairly.

 

Customers

The Group's commercial tenants are the principal end customers. The Company continuously seeks to identify areas of the property which can be improved with the aim to provide an overall better area in which the tenants can operate. The Company through the operations of other intra-group entities also engage with tenants in order to identify areas which can be refined in order to provide a more engaging space to the local community which ultimately leads to increased commercial performance.

 

Shareholders

The Company seeks to generate a long term and stable return for its shareholders. The construction of the development site with the recent completion of some of the commercial properties in the development that have subsequently been leased demonstrates the Company's ultimate intention to serve its shareholders.

On behalf of the board

Mr J S Goldstein
Director
29 November 2024
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their report of The Stage Shoreditch Development Limited for the year ended 31 December 2023.

Principal activities

The principal activity of the Company is the development of a residential and commercial site in Shoreditch, London. The development costs incurred by the Company are recharged to fellow subsidiaries within the Group.

Results and dividends

The loss for the period, after taxation, amounted to £42,040,929 (2022: £15,662,013). The directors do not recommend payment of a dividend (2022: £nil).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R M Pilkington
(Resigned 27 March 2024)
Mr S S Conway
Mr J S Goldstein
Mr J Lang
Mr G Conway
(Appointed 4 January 2023)
Mr J M Morgan
(Resigned 4 January 2023)
Mr D O'Sullivan
(Resigned 24 January 2023)
Mr J Cole
(Appointed 27 March 2024)
Qualifying third party indemnity provisions

The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' Report.

Subsequent events

Details of any post reporting date events are set out in Note 14.

Future developments

The directors consider that the Company will continue to develop the residential and commercial site in Shoreditch, London for the foreseeable future, until final completion is achieved.

 

Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2025 (the ‘going concern period’). At 31 December 2023, the Company has net current liabilities of £51,236,680 (2022: £9,195,751) and net liabilities of £51,751,680 (2022: £9,710,751).

 

The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to the end of the going concern period.

 

The directors have also received written confirmation from the ultimate parent of the Company, the LLP, that it does not intend to call upon the Company to repay any intra-group debts in relation to operational costs not covered above unless the Company has the cash available to settle the debts. The LLP have provided a letter of support to the Company to meet operating expenses during the going concern period.

 

The letter of support is not a guarantee or formal financial commitment however, the directors believe that the risks that the shareholders will not provide support are remote. The directors therefore consider it appropriate to prepare the Company’s accounts on a going concern basis for the going concern review period to 31 December 2025.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Auditor

Ernst & Young LLP were appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

 

Section 172 statement

The Directors' Report and the Strategic Report confirm compliance with the obligations set out in section 172 of the Companies Act 2006.

Streamlined energy and carbon reporting ('SECR')

As per the UK Government's Streamlined Energy and Carbon Reporting (“SECR”) regulations, the Company qualifies as a low energy user and is exempt from reporting under the SECR regulations. The Company is billed for energy usage consumed by intragroup entities. These costs are in turn recharged to the intra-group entities, and hence the Company is not responsible for this energy usage as it falls outside its organisational boundary in the current financial year.

 

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the Company’s auditor is unaware. Having made enquiries of fellow directors and the Company's auditor, each director has taken all the steps that they are obliged to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

 

Other matters

The directors have respect of the need to ensure that all stakeholders, including suppliers and customers, are working collectively, and completing common objectives of the development site in Shoreditch, London. There is regular engagement with all stakeholders to further build on the relationships and ensure milestones are met.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
On behalf of the board
Mr J S Goldstein
Director
29 November 2024
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE STAGE SHOREDITCH DEVELOPMENT LIMITED
- 6 -
Opinion

We have audited the financial statements of The Stage Shoreditch Development Limited for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the related notes 1 to 14, 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:

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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.

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 directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE STAGE SHOREDITCH DEVELOPMENT LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' 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:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

 

 

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE STAGE SHOREDITCH DEVELOPMENT LIMITED
- 8 -

 

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

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 directors 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.

Christopher James Matthews, FCA (Senior statutory auditor)
For and on behalf of Ernst & Young LLP
Chartered Accountants
Statutory Auditor
Liberation House
Castle Street
St Helier
Jersey
JE1 1EY
Channel Islands
29 November 2024
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
16,889,416
57,068,606
Cost of sales
(58,622,342)
(72,296,917)
Gross loss
(41,732,926)
(15,228,311)
Administrative expenses
(308,272)
(433,702)
Other operating income
269
-
0
Loss before taxation
(42,040,929)
(15,662,013)
Tax on loss
6
-
0
-
0
Total comprehensive loss for the year
(42,040,929)
(15,662,013)

The notes on pages 12 - 17 form part of these financial statements.

 

All amounts relate to continuing operations.

 

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
7
145,956,753
172,598,699
Cash at bank and in hand
325,515
1,106,199
146,282,268
173,704,898
Creditors: amounts falling due within one year
8
(197,518,948)
(182,900,649)
Net current liabilities
(51,236,680)
(9,195,751)
Provisions for liabilities
Provisions
9
515,000
515,000
(515,000)
(515,000)
Net liabilities
(51,751,680)
(9,710,751)
Capital and reserves
Called up share capital
10
100
100
Profit and loss reserves
(51,751,780)
(9,710,851)
Total equity
(51,751,680)
(9,710,751)

The notes on pages 12 - 17 form part of these financial statements.

The financial statements on pages 9 to 17 were approved by the board of directors and authorised for issue on 29 November 2024 and are signed on its behalf by:
Mr J S Goldstein
Director
Company Registration No. 09565038
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
100
5,951,162
5,951,262
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(15,662,013)
(15,662,013)
Balance at 31 December 2022
100
(9,710,851)
(9,710,751)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(42,040,929)
(42,040,929)
Balance at 31 December 2023
100
(51,751,780)
(51,751,680)
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

The Stage Shoreditch Development Limited is a private Company limited by shares incorporated in England and Wales. The registered office was changed to 72 Welbeck Street, London, W1G 0AY on 23 April 2024 (previously 116 Upper Street London N1 1QP). The Company number is 09565038. The date of incorporation was 28 April 2015.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

 

The financial statements are prepared in sterling, which is the functional and presentation currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The results of the Company are included in the consolidated financial statements of The Stage Shoreditch LLP, an entity incorporated in England and Wales. The financial statements of The Stage Shoreditch LLP are prepared in accordance with FRS102 and can be obtained from 72 Welbeck Street, London, W1G 0AY. Therefore, the Company has taken the exemption under section 1A.7 of FRS 102 from the requirement to prepare a statement of cash flows and related disclosures for the financial period.

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet itstrue liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2025 (the ‘going concern period’). At 31 December 2023, the Company has net current liabilities of £51,236,680 (2022: £9,195,751) and net liabilities of £51,751,680 (2022: £9,710,751).

 

The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to the end of the going concern period.

 

The directors have also received written confirmation from the ultimate parent of the Company, the LLP, that it does not intend to call upon the Company to repay any intra-group debts in relation to operational costs not covered above unless the Company has the cash available to settle the debts. The LLP have provided a letter of support to the Company to meet operating expenses during the going concern period.

 

The letter of support is not a guarantee or formal financial commitment however, the directors believe that the risks that the shareholders will not provide support are remote. The directors therefore consider it appropriate to prepare the Company’s accounts on a going concern basis for the going concern review period to 31 December 2025.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT. The development management fee income represents the administration charge the Company received from the underlying group entities for administering the development and construction of properties on behalf of those entities. This agreement expired in 2021 and has not been renewed since that date.

 

The development recharge turnover is derived using allocations of the development site which best reflects the split of the development works undertaken in respect of each building and element of the site. This allocation is reviewed each financial reporting period using the most relevant and accurate information available to ensure that the recharges are adequately estimated and charged to the relevant subsidiaries within the group.

1.4
Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and deposits held at call with banks subject to insignificant risk of changes in fair value.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.5
Financial instruments

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price 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.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group entities that are classified as debt, are initially recognised at transaction price including transaction costs 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 and are subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

1.7
Provisions

Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2
Judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The Company has identified the following areas where significant judgement and estimation are required:

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of debtors

The Company makes a judgement of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider factors including the ageing profile and historical experience. The debtor balance at the reporting date includes a provision for impairment, see note 7 for carrying amount of debtors.

Development recharges

The Company utilises judgement to determine the quantum of the development recharges to be made using the most relevant and accurate information available to ensure that it best reflects the split of the development works undertaken on the respective buildings. During the year, there has been a change in the estimate post the practical completion of certain properties under development resulting in a change in the development recharges. The Company expects that this accounting estimate will be reviewed accordingly each financial reporting period, until such time that the development is finally completed.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Provision

The Company recognises provision when there is a legal or constructive present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Taxation

The Company establishes provisions depending on reasonable estimates based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

Accrued expenses

The Company recognises estimates in relation to accrued expenses recorded at the year end based on past experience of similar outgoings incurred or their knowledge of the expected outgoings to be incurred depending on the nature of goods or services rendered that are yet to be billed.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Development charges
16,889,416
57,068,606

All turnover arose within the United Kingdom.

4
Loss before taxation
2023
2022
Loss before tax for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
175,000
219,000
Impairment of amount from group undertaking
41,732,926
15,228,311
At the reporting date, the auditor's remuneration for the Group of which the Company is a member is borne by the Company.
5
Employees

The number of persons (including directors) employed by the Company during the year was nil (2022: nil).

6
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(42,040,929)
(15,662,013)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(9,879,618)
(2,975,782)
Tax effect of expenses that are not deductible in determining taxable profit
9,807,238
2,893,379
Unutilised tax losses carried forward
72,380
82,403
Taxation charge for the year
-
-

Factors that may affect future tax charges

In the March 2021 budget, it was announced that legislation would be introduced in the Finance Bill 2021 to increase the main rate of UK corporation tax from 19% to 25%, effective April 2023. This was substantively enacted in May 2021 therefore, any closing deferred tax balance is calculated at 25%. The forthcoming change in the corporation tax rate in future years is not expected to materially affect the future tax charge.

 

Deferred tax

The Company has cumulative tax losses arising in the UK of £308,003 (2022: £433,701) that are available indefinitely for the offset against future taxable profits. Deferred tax assets have not been recognised in respect of these losses as it is unlikely they will be recognised against the reversal of deferred tax liabilities or other future taxable profits for the foreseeable future.

THE STAGE SHOREDITCH DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
143,799,775
172,037,717
Other debtors
2,156,978
554,482
Prepayments and accrued income
-
0
6,500
145,956,753
172,598,699

Amounts due from group undertakings are unsecured, interest free and payable on demand without restrictions. Amounts due from group undertakings are stated after provisions for impairment of £41,732,926 (2022: £15,228,311). Amounts falling due within one year are based on the contractual term of due on demand, however these amounts are not expect to be realised within one year but are intended to be settled in the foreseeable period. Included in amounts due from group undertakings is £22,723,597 (2022: £20,788,474 due from the Stage Shoreditch (Curtain Theatre) LP.

8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
1,166,643
101,690
Amounts owed to group undertakings
195,963,581
177,063,709
Corporation tax
-
0
855
Other taxation and social security
-
0
227,660
Accruals and deferred income
388,724
5,506,735
197,518,948
182,900,649

Amounts due to group undertakings are unsecured, interest free and payable on demand without restrictions.

 

Included in amounts due to group undertakings is an unsecured, interest free loan of £194,906,546 (2022: £173,792,795) from The Stage Shoreditch LLP, the ultimate parent undertaking, which is payable on demand without restrictions. Accordingly this has been classified as current.

9
Provisions for liabilities
2023
2022
£
£
515,000
515,000
Provision for easements
Provision for easements represent the probable payments in the future in respect of right to light obligations.
Movements on provisions:
£
At 1 January 2023 and 31 December 2023
515,000
THE STAGE SHOREDITCH DEVELOPMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
10
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Authorised, issued and fully paid
100 ordinary shares of £1 each of £1 each
100
100
100
100
11
Commitments

As at 31 December 2023, the Company has provided a guarantee in respect of the Group’s £390 million development loan facility coordinated by lead arranger, Lloyds Bank plc, for the development site held by the Group via a fixed and floating charge on its assets and shares. Subsequent to the reporting date, this guarantee for the loan expired per note 14. The Company does not have any other financial commitments, guarantees and contingencies aside from the disclosed commitments.

12
Parent undertaking

The Company's immediate parent undertaking and the smallest group in which the results of the Company are consolidated is that prepared by The Stage Shoreditch LLP. Copies of the consolidated financial statements ofThe Stage Shoreditch LLP are publicly available from 72 Welbeck Street, London, W1G 0AY.

 

The largest group in which the results of the Company are consolidated is that prepared by Eldridge Industries LLC, of 600 Steamboat Road, Greenwich, CT 06830. The financial statements of this entity are not publicly available.

13
Related party transaction

Development management and marketing fees of £nil (2022: £127,487) were charged by Galliard Homes Limited, a subsidiary of Galliard Holdings Limited. Galliard Holdings Limited is a Designated Member of the Group of which the Company is a member. Residential sales agents fees of £115,271 (2022: £nil) were charged by Galliard Construction Limited, a subsidiary of Galliard Holding Limited. At the reporting date, there was a balance of £63,241 (2022: £nil).

 

Amounts due to the Company's parent, The Stage Shoreditch LLP, are noted within note 8.

 

At the reporting date, the amounts due from fellow members of the Group were £143,799,775 (2022: £172,037,717). At 31 December 2023, the amounts due to fellow members of the Group were £1,057,036 (2022: £3,270,914).

 

The Company has taken advantage of the exemption afforded by FRS 102.33.1A not to disclose transactions between wholly owned members of the Group.

14
Subsequent events

The Company was party to a guarantee in respect of a development loan from Lloyds to The Stage Shoreditch LLP, the Company’s parent undertaking, until the loan was repaid in full in 2024.

 

The debtor amounts due from The Stage Shoreditch (Curtain Theatre) LP of £22,723,597 (note 7) and an amount of the same value due to The Stage Shoreditch LLP (note 8) were settled on 19 April 2024.

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