Company registration number 02628718 (England and Wales)
THE PASSION PROPERTY GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
THE PASSION PROPERTY GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
THE PASSION PROPERTY GROUP LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
3
866,345
733,313
Investment property
4
47,557,500
48,502,500
Investments
5
109,174
109,174
48,533,019
49,344,987
Current assets
Debtors falling due after more than one year
8
27,705,433
21,981,324
Debtors falling due within one year
8
2,713,330
5,496,787
Cash at bank and in hand
882,692
6,377,424
31,301,455
33,855,535
Creditors: amounts falling due within one year
9
(33,122,379)
(33,963,281)
Net current liabilities
(1,820,924)
(107,746)
Total assets less current liabilities
46,712,095
49,237,241
Creditors: amounts falling due after more than one year
10
(1,262,203)
(45,593)
Provisions for liabilities
(5,664,886)
(5,901,136)
Net assets
39,785,006
43,290,512
Capital and reserves
Called up share capital
12
100
100
Profit and loss reserves
13
39,784,906
43,290,412
Total equity
39,785,006
43,290,512

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 22 January 2025 and are signed on its behalf by:
Mr P Seaton
Director
Company registration number 02628718 (England and Wales)
THE PASSION PROPERTY GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
100
43,726,144
43,726,244
Year ended 31 March 2023:
Loss and total comprehensive income
-
(435,732)
(435,732)
Balance at 31 March 2023
100
43,290,412
43,290,512
Year ended 31 March 2024:
Loss and total comprehensive income
-
(3,505,506)
(3,505,506)
Balance at 31 March 2024
100
39,784,906
39,785,006
THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
1
Accounting policies
Company information

The Passion Property Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 15 Theed Street, London, SE1 8ST.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 investment properties at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At the period end the company had truesignificant gross and net assets, along with a term loan due to expire in January 2025, as disclosed in note 11. The loan has historically been a 5-year term and has recently been renewed on an annual basis. At the date of signing these financial statements, the company has yet to renew the loan with its current lender and has negotiated terms with a new lender, who has yet to formally issue their agreement, initial terms having been agreed. The directors are undertaking the lenders procedural requirements and hope that the agreement will be finalised in February 2025. The directors continue to adopt the going concern basis of accounting in preparing these financial statements, which do not reflect any adjustments that would be necessary if the loan was not formerly offered.

1.3
Turnover

Turnover represents rental income receivable. Rent is receivable in advance and deferred each month, and is accounted for when it relates to the current period.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings freehold
straight line over 50 years
Plant and machinery
33.33% on a straight line basis
Motor vehicles
25% on a reducing balance basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
1.5
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 profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

1.8
Financial instruments

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

 

Financial instruments are recognised in the company's 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 debtors 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.

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 profit or loss.

 

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 profit or loss.

THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors 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.

 

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.10
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 6 -
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 when the company has 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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
8
6
THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2023
728,274
130,478
858,752
Additions
135,820
-
0
135,820
At 31 March 2024
864,094
130,478
994,572
Depreciation and impairment
At 1 April 2023
6,114
119,325
125,439
Depreciation charged in the year
-
0
2,788
2,788
At 31 March 2024
6,114
122,113
128,227
Carrying amount
At 31 March 2024
857,980
8,365
866,345
At 31 March 2023
722,160
11,153
733,313
4
Investment property
2024
£
Fair value
At 1 April 2023
48,502,500
Revaluations
(945,000)
At 31 March 2024
47,557,500

The fair value of the investment property has been arrived at on the basis of reference to market evidence of transaction prices for similar properties. The directors consider this valuation to be appropriate as at 31 March 2024.

 

5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
109,174
109,174
Fixed asset investments not carried at market value

Fixed assets investments represent shares in group undertakings and participating interests and have been valued at historical cost.

6
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Subsidiaries
(Continued)
- 8 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Chantry Court Hatfield Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
100.00
-
Hill View Lettings Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
-
100.00
Lindenhurst Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
100.00
-
Victoria Road (Havering) Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
100.00
-
Passion Property (A) Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
100.00
-
Space Investments Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
90.00
-
Pearlmore Limited
15 Theed Street, London, England, SE1 8ST
Property development
Ordinary
100.00
-
Passion Property Limited
15 Theed Street, London, England, SE1 8ST
Dormant
Ordinary
100.00
-
BATS Investments Limited
15 Theed Street, London, England, SE1 8ST
Dormant
Ordinary
100.00
-
Which Way Limited
15 Theed Street, London, England, SE1 8ST
Dormant
Ordinary
100.00
-
On the Money Limited
15 Theed Street, London, England, SE1 8ST
Dormant
Ordinary
100.00
-
Grangehurst Limited
15 Theed Street, London, England, SE1 8ST
Dormant
Ordinary
100.00
-
PPG South Street Limited
15 Theed Street, London, England, SE1 8ST
Property investment
Ordinary
100.00
-
7
Significant undertakings

The company also has significant holdings in the following undertakings:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
English Land Banking Company Limited
Crest House, Pyrcroft Road, Chertsey, Surrey, KT16 9GN
Property development
Ordinary
50.00
-
Caerus Developments Limited
15 Theed Street, London, SE1 8ST
Property development
Ordinary
50.00
-
Caerus (Sotheron Place) Limited
15 Theed Street, London, SE1 8ST
Property development
Ordinary
-
50.00
Caerus (West Ealing Limited)
15 Theed Street, London, SE1 8ST
Property development
Ordinary
-
50.00
Caerus (Church Road) Limited
15 Theed Street, London, SE1 8ST
Property development
Ordinary
-
50.00
Caerus (Trinity) Limited
15 Theed Street, London, SE1 8ST
Property development
Ordinary
-
50.00
Caerus (One) Limited
15 Theed Street, London, SE1 8ST
Dormant
Ordinary
-
50.00
Caerus (Hornchurch) Limited
15 Theed Street, London, SE1 8ST
Property development
Ordinary
-
50.00
Caerus (Trinity Lettings) Limited
15 Theed Street, London, SE1 8ST
Property investment
Ordinary
-
50.00
Caerus (Nine) Limited
15 Theed Street, London, SE1 8ST
Dormant
Ordinary
-
50.00
Caerus (Ten) Limited
15 Theed Street, London, SE1 8ST
Dormant
Ordinary
-
50.00
Caerus Commercial Limited
15 Theed Street, London, SE1 8ST
Dormant
Ordinary
-
50.00
THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,129
-
0
Amounts owed by undertakings in which the company has a participating interest
2,406,258
5,291,022
Other debtors
238,718
28,573
Prepayments and accrued income
67,225
177,192
2,713,330
5,496,787
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
27,301,674
21,981,324
Other debtors
403,759
-
0
27,705,433
21,981,324
Total debtors
30,418,763
27,478,111
9
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
32,250,000
32,250,000
Trade creditors
73,827
111,683
Amounts owed to group undertakings
5,596
812,565
Corporation tax
46,987
168,747
Other taxation and social security
41,373
42,954
Other creditors
704,596
577,332
33,122,379
33,963,281
10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
1,260,752
-
0
Other creditors
1,451
45,593
1,262,203
45,593

 

THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
11
Securities

Numerous first or fixed legal charges dated either 26 July 2012, 24 April 2015, 22 October 2015 or 3 February 2023, have been registered in favour of HSBC Bank PLC over freehold and leasehold properties.

 

HSBC Bank PLC also holds in favour:

 

Debenture including fixed charge over all present freehold and leasehold property, first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future, and first floating charge over all assets and undertaking both present and future dated 26 July 2012.

 

Composite company unlimited multilateral guarantee dated 26 July 2012 given by The Passion Property Group Limited, Lindenhurst Limited, Hill View Lettings Limited, Space Investments Limited, Chantry Court Hatfield Limited, and Victoria Road (Havering) Limited.

 

Debenture including fixed charge over all present freehold and leasehold property, first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future, and first floating charge over all assets and undertaking both present and future dated 11 January 2018.

 

Shares, security receipt only.

12
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
13
Profit and loss reserves

Included within profit and loss reserves is an amount of £25,142,221 (2023: £36,150,571) relating to unrealised revaluation gains on investment properties.

14
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Luke Metson
Statutory Auditor:
Gravita Audit II Limited
Date of audit report:
22 January 2025
THE PASSION PROPERTY GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
15
Related party transactions

During the reporting period amounts were provided as irrecoverable in relation to entities over which the entity has control, joint control or significant influence £1,860,000 (2023: nil). The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
3,923,282
6,322,832
Key management personnel
13,027
16,023
16
Events after the reporting date

In April 2024 a subsidiary company sold an investment property to the company, for market value consideration.

 

At the period end the company had a significant term loan due to expire in January 2025, as disclosed in note 11. The loan has historically been a 5-year term and has recently been renewed on an annual basis. At the date of signing these financial statements, the company has yet to renew the loan with its current lender and has negotiated terms with a new lender, who has yet to formally issue their agreement, initial terms having been agreed. The directors are undertaking the lenders procedural requirements and hope that the agreement will be finalised in February 2025.

17
Parent company

The immediate and ultimate parent company of the reporting entity is B.A.T.S. Holdings Limited, a company registered in England and Wales. The registered office is 15 Theed Street, London, SE1 8ST.

 

B.A.T.S. Holdings Limited and its subsidiaries form of a small group and are therefore exempt from the requirement to prepare group accounts.

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