Company registration number 08676791 (England and Wales)
ARK ESTATES HOLDINGS LIMITED
ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
ARK ESTATES HOLDINGS LIMITED
COMPANY INFORMATION
Directors
H T Owen
A J Pettit
D McDonald
A D Garvin
(Appointed 4 September 2023)
I S Perryment
(Appointed 4 September 2023)
R P Silvester
(Appointed 4 September 2023)
Secretary
Dr P T Singh
Company number
08676791
Registered office
Spring Park
Westwells Road
Hawthorn
Corsham
Wiltshire
SN13 9GB
Independent auditors
PricewaterhouseCoopers CI LLP
37 Esplanade
St Helier
Jersey
JE1 4XA
ARK ESTATES HOLDINGS LIMITED
CONTENTS
Page(s)
Strategic report
1 - 3
Directors' report
4 - 9
Independent auditors' report
10 - 15
Group statement of comprehensive income
16
Group balance sheet
17
Company balance sheet
18
Group statement of changes in equity
19
Company statement of changes in equity
20
Group statement of cash flows
21
Notes to the financial statements
22 - 35
ARK ESTATES HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

Principal activities

The principal activity of the company and the group is the ownership, development and leasing of data centres.

Business review

Ark Estates Holdings Limited and its subsidiaries owns and operates data centre campuses at Cody Park, Spring Park and Meridian Park:

 

On 19 March 2024 Ark Estates Cody Park Limited and Ark Estates Spring Park Limited applied for the listing of an unlimited number of unsecured loan notes due 2038 on The International Stock Exchange ("TISE") and issued unsecured loan notes to a related undertaking in settlement of the amount owed to it at that date (see Note 16).

Key performance indicators

Financial indicators

The Board of Directors are therefore pleased to report the following financial results:

 

2024 (£)

2023 (£)

Change (£)

% Change

Property income

79,187,459

72,912,862

6,274,597

+8.61%

Operating profit

58,347,884

49,288,441

9,059,443

+18.38%

Interest payable

(112,455,742)

(79,979,462)

(32,476,280)

+40.61%

Profit for year

8,425,649

57,751,364

(49,325,715)

-85.41%

Investment property

1,725,900,000

1,627,372,000

98,528,000

+6.05%

Total equity

465,089,035

381,313,299

83,775,736

21.97%


Non-financial indicators

Alongside the financial performance, the key performance indicators of the Company include:

 

In addition, the Group will continue to build out new facilities on its existing sites, and through its related undertakings at additional sites in and around London – Union Park, Longcross Park and Alliance Park – to meet the growing demand for colocation and cloud data centres.

The business plan of Ark is built around a long-term strategy and significant progress has been made during the year to 30 June 2024. During the current reporting period the group has secured new long-term contracts with customers from both public and private sectors across multiple industries including UK Government, Financial Services, Telecommunications, Cloud Providers and IT. The sales pipeline remains strong and further growth is expected through Ark’s existing customers, framework agreements and new customers. The Board of Directors believe that the Company’s position within the marketplace remains strong, and we look forward to further expansion in 2025.

ARK ESTATES HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Principal risks, uncertainties and dependencies

Principal risks faced by the Company are identified and monitored through a regular process that is reviewed by Ark's Senior Leadership Team and presented to the Board of Directors. Principal risks include, but are not limited to:

 

The Company manages these risks on an ongoing basis, and the Board of Directors believe that the Company’s offering within the marketplace remains strong, and that it is well positioned to continue its growth.

Post balance sheet events

No events have occurred since the balance sheet date, which significantly affect the Company.

STATEMENT IN ACCORDANCE WITH SECTION 172 OF THE COMPANIES ACT 2006

The Directors are required to make a statement which describes how they have acted in accordance with their duties to promote the success of the company and group for the benefits of the members as a whole. These duties are set out in Section 172(1) of the Companies Act 2006 and are summarised below along with the actions undertaken by the Board.

 

The likely consequences of any decision in the long-term

The Directors insist on high operating standards and fiscal discipline and routinely engage with management and employees of the company and group to understand the underlying issues within the organisation. Additionally, the Board looks outside the organisation at macro factors affecting the business. The Directors consider all known facts when developing strategic decisions and long-term plans, taking into account their likely consequences for the company and group. The Group has a well-established governance structure, and all key decisions are made in accordance with that process and, where required, are approved by the ultimate controlling party (Note 24).

 

The need to foster the company’s business relationships with suppliers, customers, and others

Ark’s relationships with its customers is fundamental to the success of the business. We develop long-term relationships with our customers, engaging in frequent dialogue to discuss performance against our obligations and listen to their needs and plans to deliver world class services for their critical infrastructure.

 

Ark has developed strong partnerships with its suppliers to maintain relationships that are collaborative and mutually beneficial to all parties. We continue to work with partners who can deliver market leading products and services at high standards whilst developing innovation and efficiencies.

 

Engagement with debt holders and shareholders occur on an ongoing basis and as questions arise to ensure they are provided with timely and informative communications.

 

The impact of the company’s operations on the community and the environment

The availability and resilience of the data centres is fundamental to delivering services to customers. The operations team work closely with customers and partners to define, document, test and implement best practice to enhance the efficiency and operations of the data centre facilities. Operational excellence is pivotal to the business and the data centres are certified by the British Standards Institute for Quality Management, Business Continuity, Information Security, Environmental Management and Energy Management Systems.

Ark’s core values are fundamental to the success of the business and are at the heart of everything we do. Ark considers the impact of its business operations and decisions on the community and the environment and directly engages with relevant parties where appropriate.

ARK ESTATES HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -

The desirability of the company maintaining a reputation for high standard of business conduct

Integrity is a core value for Ark’s Directors and employees. We support and provide guidance to all staff so that they do the right thing, behave in an ethical manner and comply with all applicable legal or regulatory requirements in accordance with Ark’s policies including, but not limited to, Anti-bribery and Corruption, Modern Slavery, Environmental and Energy Management. We also ensure that Ark’s ISO management systems are fit for purpose, well maintained and appropriately controlled, audited, and improved to enable Ark to meet its contractual, certification, regulatory and legislative requirements.

 

The need to act fairly between members of the company

The Board recognises its responsibilities under section 172 as outlined above and has acted at all times in a way consistent with promoting the success of the Company with regard to all stakeholders.

On behalf of the board

H T Owen
Director
20 December 2024
ARK ESTATES HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -

The directors present their annual report and audited financial statements of the Group and Company for the year ended 30 June 2024.

Results and dividends

The results for the year are set out on page 16.

 

The results for the year and the financial position at the year-end were considered satisfactory by the directors.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend (2023: nil).

Directors

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

H T Owen
A J Pettit
D McDonald
Dr P T Singh
(Resigned 4 September 2023)
A D Garvin
(Appointed 4 September 2023)
I S Perryment
(Appointed 4 September 2023)
R P Silvester
(Appointed 4 September 2023)
Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision, as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The company also purchased and maintained throughout the financial year and is currently in place, Directors' and Officers' liability insurance in respect of itself and its directors.

 

Going concern

The directors have prepared the financial statements on a going concern basis.

 

At 30 June 2024 the group had net current assets of £6,354,796 (2023: £45,169,957). As disclosed in Note 16, by issuing unsecured loan notes on TISE to a related party when funding is required, the company and group have access to liquidity and sufficient undrawn working capital to be able to continue to finance all liabilities and commitments as they fall due. The directors have prepared cashflow forecasts which include relevant downside sensitivities and demonstrate that the company and group have access to sufficient liquidity to sustain its operations, meet its working capital requirements, finance the capital commitments disclosed in Note 21 and meet other obligations and commitments as they fall due for a period of at least 12 months from the date of approval of the financial statements.

Independent auditors

In accordance with the company's articles, a resolution proposing that PricewaterhouseCoopers CI LLP be reappointed as auditors of the company will be put at a General Meeting.

ARK ESTATES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
Energy and carbon report

Ark recognises the impact of climate change, and our focus has always been on sustainable data centre development without any compromise to the availability or security required by our customers.

 

Our commitment to sustainable stewardship is demonstrated by:

 

 

Ark reports its annual operating energy and carbon usage by calendar year to align with the reporting requirements of our CCA, UKETS, Planning Obligations and EA Operating Permits. The information provided below is therefore for the years ended 31 December 2023 and 31 December 2022.

2023
2022
Energy consumption
MWh
MWh
Aggregate of total energy consumption in the year
239,803
222,281
Aggregate of IT energy consumption in the year
164,622
150,122
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Refrigerant (F-Gas) losses
2,345
1,146
- On site standby generation
6
5
2,351
1,151
Scope 2 - indirect emissions
- Electricity purchased (Market based)
226
10
Scope 3 - other indirect emissions
- Business travel, employee commuting & homeworking, waste generated & upstream transportation
411
329
Total gross emissions
2,988
1,490
Carbon efficiency metric
Carbon Usage Effectiveness (tonnesCO2e)/IT Consumption (MWh)
0.018
0.010
ARK ESTATES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -

In line with best practice Ark measures data centre performance in terms of PUE as the measure of energy effectiveness and CUE as the measure of carbon effectiveness in accordance with BS EN 50600. These relate to the Annual IT energy consumption (MWh) of our customers’ equipment.

 

Carbon covering Scope 1, Scope 2 and Scope 3 operating emissions are measured, monitored and reported to comply with PPN06/21 in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, GHG Protocol Scope 2 Guidance and GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard. Targets for these metrics are set annually in advance; performance against them is measured, managed and reported all in accordance with the Ark Environmental Management System (certified to ISO 14001) and the Ark Energy Management System (certified to ISO 50001). The performance results are published annually.

 

Power Usage Effectiveness ("PUE")

Ark has measured and calculated PUE as recommended by the Green Grid since 2014 and now in accordance with BS EN 50600-4-2. Annual PUE targets for each campus have been set as part of our CCA and Green Loan Agreements. Ark continues to meet its PUE performance targets, however the current figures reflect the low IT loads (20-40%) currently operating at campus level, despite the high contracted capacities on them.

 

Carbon Emissions

Ark has measured Scope 1 and Scope 2 emissions since 2014, Scope 3 operating emissions have been measured since 2019. 2019 is the baseline year for the Carbon Reduction Plan (CRP) that Ark has implemented and reported on to meet the requirements of PPN06/21. Full details on carbon emissions are provided in the Ark Carbon Reduction Plan, which is published on the website (https://arkdatacentres.co.uk/policies/Ark_Carbon_Reduction_Plan.pdf).

 

In 2019 Ark extended the scope of CO2e emissions reporting to include:

 

In 2023 Ark started measuring emissions from three additional Scope 3 categories:

 

Measuring these additional categories was carried out for two main reasons:

 

These three additional categories combined, currently account for <3% of Ark’s currently reported emissions. This is not considered sufficiently significant to warrant changing baseline boundaries for reporting and therefore these categories are not included in this report. This position will be reconsidered for 2024 when additional facilities become operational.

 

The greenhouse gas emissions inventory and data presented on page 5 have been prepared following the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, GHG Protocol Scope 2 Guidance and GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard.

 

Reference has also been made to the UK Government Environmental reporting guidelines and GHG conversions have been prepared using the UK Government conversion factors for company reporting of greenhouse gas emissions.

ARK ESTATES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -

Scope 1, operational direct emissions on Ark campuses arise from two sources:

 

Scope 2, indirect emissions from purchased electricity on Ark campuses arise from two sources:

 

Scope 3, indirect operational emissions on Ark campuses are currently measured and reported annually from the following GHG emissions categories:

 

Sustainability/energy efficient initiatives

 

Sustainability achievements

Security, Availability, Sustainability (SAS) has been Ark's mantra since 2008. In 2024 it is still SAS, but updated to Sustainability, Availability, Security. Sustainability is inherent in Ark’s DNA with its commitment to continuous design development to improve operating efficiencies as reflected by the following achievements:

 

 

Ark's focus on sustainable development from the beginning means there is little low hanging fruit for major improvements in how we operate. However, there is always scope to do better and Ark has a number of process improvements and projects underway that could lead to further sustainability improvements and carbon reductions in future, as identified in each year's sustainability initiatives.

ARK ESTATES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -

Progress against 2023 initiatives

Progress against Ark's 2023 Sustainability initiatives is summarised below:

 

In addition to the above, a new Energy Measurement, Monitoring and Reporting Plan (EMMRP) has been implemented with many automated processes enabling the early identification and rectification of unexpected electrical losses between system components. The benefits of this will be demonstrated in future years.

 

Ark’s commitments to sustainability 2024

Ark's ongoing commitment to Sustainability in 2024 will be demonstrated by:

ARK ESTATES HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
Statement of directors' responsibilities

The directors are responsible for preparing the Directors’ Report and the group and company financial statements (the “financial statements”) in accordance with applicable law and regulations.

 

Companies Act 2006 (“company law”) requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law (United Kingdom Generally Accepted Accounting Practice).

 

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 group and the company and of the profit or loss of the group and 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 group and company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors confirm that they have complied with these responsibilities.

Strategic report

The trueCompany has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the review of the business and the principal risks and uncertainties it faces.

Statement of disclosure to auditor

In the case of each director in office at the date the Directors' Report is approved:

 

 

On behalf of the board
H T Owen
Director
20 December 2024
ARK ESTATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARK ESTATES HOLDINGS LIMITED
- 10 -

Independent auditors’ report to the members of Ark Estates Holdings Limited

 

Report on the audit of the financial statements

Opinion

In our opinion, Ark Estates Holdings Limited’s group financial statements and company financial statements (the “financial statements”):

 

We have audited the financial statements, included within the Annual Report and Audited Financial Statements (the “Annual Report”), which comprise: the consolidated and company balance sheet as at 30 June 2024; the consolidated statement of comprehensive income, the consolidated statement of cash flows and the consolidated and company statement of changes in equity for the year then ended and the notes to the financial statements, which include a description of the significant accounting policies.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

ARK ESTATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARK ESTATES HOLDINGS LIMITED
- 11 -

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

 

 

Conclusions relating to going concern

 

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 and 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

 

Reporting on other information

 

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.

ARK ESTATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARK ESTATES HOLDINGS LIMITED
- 12 -

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

 

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 30 June 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 group’s and 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 group or the company or to cease operations, or have no realistic alternative but to do so.

 

Auditors’ 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 auditors’ 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.

 

ARK ESTATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARK ESTATES HOLDINGS LIMITED
- 13 -

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.

Based on our understanding of the group and industry, we considered the principal risks of non-compliance with laws and regulations, including those that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, and the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue and the potential for management bias in accounting estimates and key judgements impacting the financial statements such as valuation of investment property.

Audit procedures performed by the engagement team included:

ARK ESTATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARK ESTATES HOLDINGS LIMITED
- 14 -

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.

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

 

 

 

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

ARK ESTATES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARK ESTATES HOLDINGS LIMITED
- 15 -

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

We have no exceptions to report arising from this responsibility.

 

Ian Tait (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Statutory Auditors
Jersey
20 December 2024
ARK ESTATES HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
2024
2023
Notes
£
£
Property income
3
79,187,459
72,912,862
Property expenses
(683,726)
(1,650,807)
Property profit
78,503,733
71,262,055
Fund expenses
(20,155,849)
(21,973,614)
Operating profit
4
58,347,884
49,288,441
Interest receivable and similar income
7
25,510
46,440,309
Interest payable and similar expenses
8
(112,455,742)
(79,979,462)
Net change in fair value of investment properties
9
81,683,428
57,402,899
Profit on ordinary activities before taxation
27,601,080
73,152,187
Taxation
10
(19,175,431)
(15,400,823)
Profit and total comprehensive income for the year
8,425,649
57,751,364
Profit and total comprehenisve income for the year is all attributable to the owners of the parent company.

The notes on pages 22 to 35 form part of these financial statements.

ARK ESTATES HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 17 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment properties
11
1,725,900,000
1,627,372,000
Current assets
Debtors
13
52,532,696
69,044,649
Cash at bank and in hand
104,951
2,142,615
52,637,647
71,187,264
Creditors: amounts falling due within one year
14
(46,282,851)
(26,017,307)
Net current assets
6,354,796
45,169,957
Total assets less current liabilities
1,732,254,796
1,672,541,957
Creditors: amounts falling due after more than one year
15
(1,136,598,408)
(1,179,836,736)
Provisions for liabilities
Deferred tax liability
17
130,567,353
111,391,922
(130,567,353)
(111,391,922)
Net assets
465,089,035
381,313,299
Capital and reserves
Called up share capital
18
295,350,187
220,000,110
Share premium account
19
10
-
0
Merger reserve
19
(41,309,297)
(41,309,297)
Profit and loss reserves
211,048,135
202,622,486
Total equity
465,089,035
381,313,299

The notes on pages 22 to 35 form part of these financial statements.

The financial statements on pages 16 to 35 were approved by the board of directors and authorised for issue on 20 December 2024 and are signed on its behalf by:
H T Owen
I S Perryment
Director
Director
Company registration number 08676791 (England and Wales)
ARK ESTATES HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 18 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
306,122,877
230,772,790
Current assets
Debtors
13
547,387,735
587,567,660
Cash at bank and in hand
56,180
1,792,326
547,443,915
589,359,986
Creditors: amounts falling due within one year
14
(33,795,844)
(8,011,162)
Net current assets
513,648,071
581,348,824
Total assets less current liabilities
819,770,948
812,121,614
Creditors: amounts falling due after more than one year
15
(588,377,625)
(612,288,125)
Net assets
231,393,323
199,833,489
Capital and reserves
Called up share capital
18
295,350,187
220,000,110
Share premium account
19
10
-
0
Profit and loss reserves
(63,956,874)
(20,166,621)
Total equity
231,393,323
199,833,489

The notes on pages 22 to 35 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £43,790,253 (2023 - £33,198,979 profit).

The financial statements on pages 16 to 35 were approved by the board of directors and authorised for issue on
20 December 2024
20 December 2024
and are signed on its behalf by:
H T Owen
I S Perryment
Director
Director
Company registration number 08676791 (England and Wales)
ARK ESTATES HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
Share capital
Share premium account
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2022
220,000,110
-
0
(41,309,297)
144,871,122
323,561,935
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
-
57,751,364
57,751,364
Balance at 30 June 2023
220,000,110
-
0
(41,309,297)
202,622,486
381,313,299
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
-
8,425,649
8,425,649
Issue of share capital
18
75,350,077
10
-
-
75,350,087
Balance at 30 June 2024
295,350,187
10
(41,309,297)
211,048,135
465,089,035

The notes on pages 22 to 35 form part of these financial statements.

ARK ESTATES HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2022
220,000,110
-
0
(53,365,600)
166,634,510
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
33,198,979
33,198,979
Balance at 30 June 2023
220,000,110
-
0
(20,166,621)
199,833,489
Year ended 30 June 2024:
Profit and total comprehensive income
-
0
-
(43,790,253)
(43,790,253)
Issue of share capital
18
75,350,077
10
-
75,350,087
Balance at 30 June 2024
295,350,187
10
(63,956,874)
231,393,323

The notes on pages 22 to 35 form part of these financial statements.

ARK ESTATES HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
45,228,914
29,931,499
Investing activities
Purchase of investment property
(21,036,748)
(39,309,101)
Interest received
25,510
-
0
Net cash used in investing activities
(21,011,238)
(39,309,101)
Financing activities
Amounts owed to related undertakings:
- New loans
9,250,000
27,500,000
Interest paid
(35,505,340)
(33,923,195)
Net cash used in financing activities
(26,255,340)
(6,423,195)
Net decrease in cash and cash equivalents
(2,037,664)
(15,800,797)
Cash and cash equivalents at beginning of year
2,142,615
17,943,412
Cash and cash equivalents at end of year
104,951
2,142,615

The notes on pages 22 to 35 form part of these financial statements.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
1
Accounting policies
Company information

Ark Estates Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Spring Park, Westwells Road, Hawthorn, Corsham, Wiltshire, SN13 9GB.

 

The group consists of Ark Estates Holdings Limited ("the company") and all of its subsidiaries listed in note 12.

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 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, modified to include the revaluation of investment properties and certain financial instruments at fair value. The principal accounting policies adopted have been applied consistently in the current and prior year. These are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings, which were prepared to 30 June 2024, using the principles of merger accounting. Where there has been a group reorganisation within the ultimate parent company group the directors will adopt merger accounting when all the conditions of merger accounting have been satisfied. Intra-group transactions, balances and results are eliminated fully on consolidation. The difference between the consideration paid for its subsidiary undertakings and the share capital acquired is accounted for as a merger reserve within equity (see note 19). Uniform accounting policies have been used across the group.

1.3
Going concern

The directors have prepared the financial statements on a going concern basis.

 

At 30 June 2024 the group had net current assets of £6,354,796 (2023: £45,169,957). As disclosed in Note 16, by issuing unsecured loan notes on TISE to a related party when funding is required, the company and group have access to liquidity and sufficient undrawn working capital to be able to continue to finance all liabilities and commitments as they fall due. The directors have prepared cashflow forecasts which include relevant downside sensitivities and demonstrate that the company and group have access to sufficient liquidity to sustain its operations, meet its working capital requirements, finance the capital commitments disclosed in Note 21 and meet other obligations and commitments as they fall due for a period of at least 12 months from the date of approval of the financial statements.

1.4
Property income

Property income is the total amount receivable by the group from the rental of its data centre buildings during the period, excluding VAT.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 23 -
1.5
Property expenses

Property expenses include those costs directly attributable to the maintenance, security, running and fit out of data centres located at Spring Park, Cody Park and Meridian Park. Costs are recognised in the period to which they relate, exclusive of VAT.

 

Property expenses also include the cost of leasing the A9 data centre (see Note 20). Costs are recognised in the period to which they relate, exclusive of VAT. Rentals payable under operating leases, including any lease incentives received, are charged to the consolidated statement of comprehensive income on a straight line basis over the term of the relevant lease except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.6
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the consolidated statement of comprehensive income as "Net change in fair value of investment properties".

1.7
Investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
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.

1.9
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 24 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in comprehensive income or expense.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in comprehensive income or expense.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, listed loan notes, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Listed loan notes represent unsecured, unsubordinated fixed rate funding loan notes issued by the group to fund the principal activities. These are initially recognised at amounts drawn and subsequently measured at amounts drawn plus interest less payments made.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the consolidate statement of comprehensive income in interest payable and similar charges or interest receivable and similar income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 25 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the group 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 group.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
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 leased asset are consumed.

1.13

Finance costs - interest payable and similar charges

Finance costs of financial liabilities are recognised in the consolidated statement of comprehensive income over the term of such instruments at a constant rate on the carrying amount.

 

Finance costs which are qualifying costs directly attributable to the construction of investment property are capitalised as part of the cost of those assets. The commencement of capitalisation begins when both finance costs and expenditures for the asset are being incurred and activities that are necessary to prepare the asset for use are in progress. Capitalisation ceases when substantially all the activities that are necessary to prepare the asset for use are complete.

1.14

Distributions to equity holders

Dividends and other distributions to the group’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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. Judgements, estimates and assumptions have been made in relation to the valuation of the group's investment properties (see note 11) and the valuation of financial derivatives (see notes 13 and 16) . 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 group has a lease agreement in place the terms of which are described in Note 20. The directors have considered the provisions of FRS 102, Section 20 “Leases” and have determined that this lease arrangement meets the definition of an operating lease and have accounted for this arrangement accordingly.

3
Property income

The total property income of the group for the year has been derived from its principal activity wholly undertaken in the United Kingdom.

2024
2023
£
£
Turnover analysed by class of business
Rental income
79,187,459
72,912,862
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Operating lease charges
678,533
646,134
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
17,700
16,150
Audit of the financial statements of the company's subsidiaries
122,100
104,600
139,800
120,750
For other services
Other taxation services
14,000
41,400
6
Employees

There were no employees during the year (2023: none). No directors' remuneration was paid in either the current year or prior year. The directors are remunerated by other group undertakings for which no allocations are made to the group. Please refer to Note 23 for related party transactions.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
7
Interest receivable and similar income
2024
2023
£
£
Interest on bank deposits
25,373
-
0
Other interest income
137
-
Gain on interest rate swap (see notes 13 and 16)
-
0
46,440,309
25,510
46,440,309
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank loans
34,513,740
33,406,331
Interest on amounts payable to parent and fellow subsidiary undertakings (see note 14)
252,383
516,864
Interest on amounts payable to related undertakings (see notes 15 and 16):
- On TISE loans
46,772,259
-
- On other loans
-
43,999,767
Loan arrangement fees
2,991,071
2,056,500
Loss on interest rate swap (see notes 13 and 16)
27,926,289
-
0
112,455,742
79,979,462
9
Net change in fair value of investment properties
2024
2023
£
£
Net change in the fair value of investment properties
81,683,428
57,402,899
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
19,175,431
15,400,823
ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
10
Taxation
(Continued)
- 28 -

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

2024
2023
£
£
Profit before taxation
27,601,080
73,152,187
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
6,900,270
14,996,198
Tax effect of expenses that are not deductible in determining taxable profit
6,993,872
947
Gains not taxable
(20,420,857)
(21,287,857)
Tax effect of utilisation of tax losses not previously recognised
(1,244,895)
-
0
Unutilised tax losses carried forward
-
0
504,800
Group relief
(2,419,256)
(1,048,323)
Permanent capital allowances in excess of depreciation
(2,103,104)
(3,651,837)
Effect of revaluations of investment properties
19,175,431
15,400,823
Corporate interest restriction
12,293,970
10,486,072
Taxation charge
19,175,431
15,400,823
11
Investment properties
2024
2023
£
£
Fair value
At 1 July
1,627,372,000
1,530,660,000
Additions
16,844,572
39,309,101
Revaluation
81,683,428
57,402,899
At 30 June
1,725,900,000
1,627,372,000

Investment properties represent data centres at Spring Park, Cody Park and Meridian Park. The value reported includes both completed data centres, as well as new buildings under construction. The investment properties have been revalued as at 30 June 2024 at fair value by the directors with reference to market-based evidence and expected future cash flows derived from the assets. An independent professional valuation of the completed data centres was carried out by a RICS qualified valuer as at 30 June 2024 and this was taken into consideration in the directors' assessment of the fair value. The valuation methodology used to establish the value of the investment properties includes a number of assumptions. These include, but are not limited to: occupancy rates, contracted and uncontracted income forecasts, operational costs, capital replacement costs, planning permission, the stage of development, costs to complete the development, discount rates and exit yields.

 

At the year end the total finance costs capitalised within investment properties was £21,571,000 (2023: £21,571,000)

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
11
Investment properties
(Continued)
- 29 -
If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
2024
2023
£
£
Cost
1,222,943,416
1,206,098,844

The assets detailed within note 11 have been pledged as security against the bank loan detailed within note 16.

12
Investments
Company
2024
2023
£
£
Investments in subsidiaries
306,122,877
230,772,790
306,122,877
230,772,790
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023
230,772,790
Additions
75,350,087
At 30 June 2024
306,122,877
Carrying amount
At 30 June 2024
306,122,877
At 30 June 2023
230,772,790

During the year the company acquired 26,225,686 additional shares in Ark Estates Spring Park Limited for £26,225,686 and 49,124,401 additional shares in Ark Estates Cody Park Limited for £49,124,401 in settlement of intercompany debt (see note 16).

 

As at 30 June 2024 the Company owned 100% of the issued share capital of the following entities, all of which are registered in England & Wales:

 

•    Ark Estates Spring Park Limited

•    Ark Estates Cody Park Limited

•    Ark A9 GP Limited

•    Ark Estates Enfield Limited

 

The principal activity of all of the subsidiaries is the ownership, development and leasing of data centres and all companies have the same registered office as Ark Estates Holdings Limited.

 

The directors believe that the carrying value of the investments is supported by their underlying net assets.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
13
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Corporation tax recoverable
-
0
469,222
-
0
469,222
Amounts owed by fellow subsidiary undertakings
17,167,142
5,926,150
608,034
608,034
Amounts owed by subsidiary undertakings
-
-
512,321,352
524,105,771
Derivative financial instruments (see note 16)
34,458,344
62,384,633
34,458,344
62,384,633
Other debtors
736,436
102,002
5
-
0
Prepayments and accrued income
170,774
162,642
-
0
-
0
52,532,696
69,044,649
547,387,735
587,567,660

Amounts owed by fellow subsidiary undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

 

Amounts owed by subsidiary undertakings are unsecured, have no fixed date of repayment and are repayable on demand. Interest is charged at 4.5% (2023: 4.5%) per annum.

14
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans (see note 16)
25,967,000
-
0
25,967,000
-
0
Trade creditors
2,711,872
5,791,225
-
0
-
0
Amounts owed to parent undertaking (see note 24)
2,580,000
2,580,000
2,580,000
2,580,000
Amounts owed to fellow subsidiary undertakings
5,618,174
7,263,070
-
0
-
0
Corporation tax payable
-
0
469,222
-
0
469,222
Other taxation and social security
2,628,278
1,992,845
-
-
Other creditors
1,414,409
2,753,215
-
0
-
0
Accruals and deferred income
5,363,118
5,167,730
5,248,844
4,961,940
46,282,851
26,017,307
33,795,844
8,011,162

The amount owed to parent undertaking is unsecured, interest free, has no fixed date of repayment and is repayable on demand.

 

Amounts owed to fellow subsidiary undertakings are unsecured, have no fixed date of repayment and are repayable on demand. Interest is payable at 5% per annum on £Nil (2023: £48,396) of the balance. No interest is payable on the remaining balance.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 31 -
15
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans (see note 16)
594,033,000
620,000,000
594,033,000
620,000,000
Unamortised loan arrangement costs (see note 16)
(5,655,375)
(7,711,875)
(5,655,375)
(7,711,875)
Amounts owed to related undertakings (see note 16)
548,220,783
567,548,611
-
0
-
0
1,136,598,408
1,179,836,736
588,377,625
612,288,125
16
Loans
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
620,000,000
620,000,000
620,000,000
620,000,000
Unamortised loan arrangement costs
(5,655,375)
(7,711,875)
(5,655,375)
(7,711,875)
Amounts owed to related undertakings
548,220,783
567,548,611
-
0
-
0
1,162,565,408
1,179,836,736
614,344,625
612,288,125
Payable within one year
25,967,000
-
0
25,967,000
-
0
Payable after one year
1,136,598,408
1,179,836,736
588,377,625
612,288,125

Bank loans

As at 30 June 2024 the Company had drawn down £620m (2023: £620m) of its £620m (2023: £700m) bank loan facility. This bank loan is repayable in quarterly instalments starting 5 November 2024, with full repayment due on 18 March 2027. Interest is payable at a rate of SONIA plus 3.25% up to 5 May 2026 and SONIA plus 3.75% thereafter. Embedded within the loan agreement are sustainability KPIs which, when achieved, lead to reductions in the interest margin. As at 30 June 2024 the interest margin was 3.21% (2023: 3.21%). The assets of the Company and Group are pledged as security against the loans.

 

The loan covenants associated with the bank loan facility are calculated based on the consolidated financial results of Ark Group Limited. As outlined in Note 24, Ark Group Limited is the immediate parent company of the Company. Full compliance with all covenants was achieved both during the financial year ended 30 June 2024 as well as throughout the post balance sheet period to the date of approval and issuance of these financial statements. Financial forecasts indicate that all covenants will be complied with throughout the period to 18 March 2027, being the term and maturity date of the loan facility.

 

The Group uses financial derivatives to manage interest rate risk associated with the bank loan. At 30 June 2024 a fixed floating swap is in place which effectively capped interest at 1.52% on £262,500,000 and 2.033% on another £262,500,000 of the balance.

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
16
Loans
(Continued)
- 32 -

Amounts owed to related undertakings

Amounts owed to related undertakings are owed to subsidiaries of Ark Capital Partners I LP Inc., the ultimate parent of Ark Estates Holdings Limited. The amount owed at 30 June 2023 was repayable on 17 March 2027 and was accruing interest payable of 8.4% per annum. On 31 December 2023 75,350,077 ordinary shares of £1 each were issued for £75,350,087 in exchange for a decrease in amounts owed to related undertakings (see note 18). On 19 March 2024 the amount owed to related undertakings was converted into unsecured loan notes due 31 December 2038 listed on TISE. Interest is payable on the loan notes at a fixed rate of 8.4% per annum and is converted into unsecured loan notes on a quarterly basis. During the year £12,571,727 (2023: £Nil) of interest was capitalised.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Revaluations of investment property
130,567,353
111,391,922
The company has no deferred tax assets or liabilities.
Group
Company
2024
2023
2024
2023
Movements in the year:
£
£
£
£
Liability at 1 July
111,391,922
95,991,099
-
-
Charge to profit or loss
19,175,431
15,400,823
-
-
Liability at 30 June
130,567,353
111,391,922
-
-

No deferred tax has been recognised at either 30 June 2024 or 30 June 2023 in relation to carried forward losses or capital allowances. This is due to the uncertainty and judgement associated with both the estimation of the financial value, as well as uncertainty around the timing of when such assets would be utilised.

18
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
295,350,187
220,000,110
295,350,187
220,000,110

On 31 December 2023 75,350,077 ordinary shares of £1 each were issued for £75,350,087 in exchange for a decrease in amounts owed to related undertakings (see note 16).

ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 33 -
19
Reserves
Merger reserve

The group has adopted a policy of preparing the consolidated financial statements using the principles of merger accounting. As a result, a merger reserve of £41,309,297 (2023: £41,309,297) was created which equals the difference between the consideration paid for the subsidiaries acquired and the net assets acquired.

20
Operating lease commitments
Lessee

As at 30 June 2024 the group had entered into a long term lease for its investment property with an annual charge of £701,739 (2023: £679,008). The lease runs until 16 August 2061.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
701,739
679,008
-
-
Between two and five years
2,826,508
2,732,385
-
-
In over five years
22,703,055
22,630,134
-
-
26,231,302
26,041,527
-
-
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

 

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
86,125,586
70,513,824
-
-
Between two and five years
199,043,231
164,949,969
-
-
In over five years
196,857,349
75,100,222
-
-
482,026,166
310,564,015
-
-
21
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Investment property development expenditure
30,764,919
16,789,672
-
-
ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 34 -
22
Events after the reporting date

There have been no post balance sheet events requiring disclosure in the notes to the financial statements.

23
Related party transactions

During the year, Revcap Advisors Limited charged property management fees of £Nil (2023: £100,000) to Ark Estates Cody Park Limited and £Nil (2023: £100,000) to Ark Estates Spring Park Limited, both of which are subsidiaries of the Company. The director A J Pettit is also a director of Revcap Advisors Limited. At the year end there were balances owed by related parties to the group and company (see note 13) and balances owed by the group and company to related parties (see notes 14, 15 and 16).

24
Controlling party

The immediate parent company is Ark Group Limited, a company registered in the Isle of Man and the ultimate parent undertaking is Ark Capital Partners I LP Inc., a limited partnership registered in the Isle of Man. The limited partnership is controlled by its partners.

 

Ark Group Limited is the parent undertaking of the smallest group of undertakings to consolidate these financial statements at 30 June 2024. The consolidated financial statements of Ark Group Limited are available from its registered office at First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF.

 

Ark Capital Partners I LP Inc. is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 30 June 2024. The consolidated financial statements of Ark Capital Partners I LP Inc. are available from its general partner, Goshawk GP Limited, First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF.

25
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
8,425,649
57,751,364
Adjustments for:
Taxation charged
19,175,431
15,400,823
Finance costs
112,455,742
79,979,462
Investment income
(25,510)
(46,440,309)
Fair value gain on investment properties
(81,683,428)
(57,402,899)
Movements in working capital:
Increase in debtors
(11,883,558)
(5,427,863)
Decrease in creditors
(1,235,412)
(13,929,079)
Cash generated from operations
45,228,914
29,931,499
ARK ESTATES HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 35 -
26
Analysis of changes in net debt - group
1 July 2023
Cash flows
Other movements
30 June 2024
£
£
£
£
Cash at bank and in hand
2,142,615
(2,037,664)
-
104,951
Borrowings excluding overdrafts
(1,179,836,736)
26,255,340
(8,984,012)
(1,162,565,408)
(1,177,694,121)
24,217,676
(8,984,012)
(1,162,460,457)
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