Registered number: 13687383
HADLEY STRATFORD LIMITED
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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HADLEY STRATFORD LIMITED
COMPANY INFORMATION
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Mr. R. J. S. Burton (appointed 21 December 2021, resigned 8 May 2024)
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Park Limited (appointed 21 December 2021)
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Whitebridge Limited (appointed 21 December 2021)
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Mr. J. Wilson (appointed 8 May 2024)
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HADLEY STRATFORD LIMITED
CONTENTS
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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HADLEY STRATFORD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their report and the financial statements for the year ended 31 December 2023.
The Directors who served during the year were:
Mr. R. J. S. Burton (appointed 21 December 2021, resigned 8 May 2024)
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Park Limited (appointed 21 December 2021)
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Whitebridge Limited (appointed 21 December 2021)
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In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 25 September 2024 and signed on its behalf.
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Park Limited
Director
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HADLEY STRATFORD LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Period 19 October 2021 to
31 December
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Interest payable and similar expenses
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Loss for the financial year
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There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2023 (2022:£NIL).
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The notes on pages 6 to 15 form part of these financial statements.
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HADLEY STRATFORD LIMITED
REGISTERED NUMBER: 13687383
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2024.
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Park Limited
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Whitebridge Limited
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The notes on pages 6 to 15 form part of these financial statements.
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HADLEY STRATFORD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 6 to 15 form part of these financial statements.
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HADLEY STRATFORD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the period
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Other comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 6 to 15 form part of these financial statements.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Hadley Stratford Limited is a private limited company incorporated in England and Wales on 19 October 2021 with the company number 13687383. Its principal activity is land development.
The comparative period covers the 15 month period 19 October 2021 (date of incorporation) to 31 December 2022.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The balance sheet shows that liabilities exceed assets by £10,692,927 (2022: £8,254,345). The Company has adopted the going concern basis in preparing its financial statements as the Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the forseeable future. As disclosed in notes 8 and 12, the bank loan facility has been extended to 31 August 2026. In addition, further mezzanine lending was put in place on 2 August 2024 for a 12 month period. In relation to the mezzanine facility, despite the facility expiring within 12 months from the date of signing these financial statements, the directors consider the going concern basis to be appropriate as this represents a small proportion of the overall borrowing and can be replaced if necessary.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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The Company has no employees other than the Directors, who did not receive any remuneration (2022 - £NIL).
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The average monthly number of employees, including directors, during the year was 0 (2022 - 0).
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Period 19 October 2021 to
31 December
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Current tax on profits for the year
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Factors affecting tax charge for the year
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There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax ion the UK of 19% (2022: 19%).
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Included in work in progress is an amount of £53,500,000 which is the purchase price of the Freehold Land known as International Quarter North, Stratford, London. Additional expenditure in connection to acquiring the land and development costs incurred to 31 December 2023 are also included in the work in progress total.
A professional valuation on the property was carried out by CBRE Limited on 26 January 2024. In their opinion, the market value of the property at 26 January 2024 was £60,000,000, the market value based on the current edition of the RICS Valuation Global Standards.
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Cash and cash equivalents
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Loan Payable:
The loan is with HPG Stratford Holdco Limited and security is provided as detailed in the section below. The loan is interest free and repayable on demand. The balance outstanding at 31 December 2023 was £43,394,106 (2022: £38,912,699). HPG Stratford Holdco Limited is a private limited company incorporated in the Isle of Man.
Security:
HPG Stratford Holdco Limited has a Second Legal Charge created on 4 February 2022 on the Freehold Land known as International Quarter North, Stratford, London and Land to the North-East of Temple Mill Lane, Stratford, London.
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Creditors: Amounts falling due after more than one year
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Bank Loan Payable
The loan facility with ABC International Bank PLC is for up to £30,000,000 and security has been provided as detailed in the section below. Interest is provided at the rate of 4.75% pa and is capitalised quarterly. Under an extension amendment deed dated 2 August 2024, the facility is repayable on the earlier of 31 August 2026 or on sale of the land. The loan balance at 31 December 2023 was £27,429,606 (2022: £25,550,643).
Security:
ABC International Bank PLC, as per the Security Agreement dated 4 February 2022, has a First Legal Charge over the Freehold Land known as International Quarter North, Stratford, London and Land to the North-East of Temple Mill Lane, Stratford, London as well as all assets held by the Company.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Financial assets measured at fair value through profit or loss
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Financial assets measured at fair value through profit or loss comprises of cash at bank only.
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Related party transactions
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The sole shareholder of the Company is HPG Stratford Holdco Limited, an investment holding company incorporated in the Isle of Man. Loans totalling £43,394,106 (2022: £38,912,699) are due to HPG Stratford Holdco Limited at 31 December 2022, as disclosed in note 7.
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Post balance sheet events
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As disclosed in note 8, the original bank loan facility with ABC International Bank PLC has been extended to 31 August 2026, with the facility increasing to £30,000,000. In addition, a further £5,000,000 mezzanine loan has been put in place to 2 August 2025.
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HADLEY STRATFORD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
In the opinion of the directors there is no overall controlling party.
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