Company registration number 09014434 (England and Wales)
ROYALTON GROUP HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
ROYALTON GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr K Parker
Mr J D Maxfield
Company number
09014434
Registered office
2000 Cathedral Square
Cathedral Hill
Guildford
Surrey
United Kingdom
GU2 7YL
Auditor
Azets Audit Services
Carnac Place
Cams Hall Estate
Fareham
Hampshire
United Kingdom
PO16 8UY
ROYALTON GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 35
ROYALTON GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

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

Review of the business

Royalton is a real estate business with its principal focus on residential development for sale in the South East of England and Ireland.

 

Sales continue at the group's residential development at Magna Carta Park, a new luxury development comprising 65 luxury homes in the heart of Surrey, set in 57 acres of private parkland. During the year, work was ongoing to add a further 9 apartments in phase 2 of this development. The units were completed post year end and are now being marketed for sale.

 

The construction of 484 apartments at Hamilton Gardens in Cabra, Dublin, through its subsidiary Royalton Developments Ireland Limited, is now complete and the apartments fully let. It had been anticipated that the development would be put up for sale during 2024, however, a softening of investments yields in Ireland has resulted in Royalton’s development partner delaying a sale until market conditions improve.

 

Work has continued on the construction of 112 apartments at Beach Road in Dublin, with completion anticipated in the first quarter of 2025. Several other residential developments in Dublin are under pre-contract negotiations and it is hoped that one or more of these can be brought forward in 2025.

 

The group continued to explore funding options for its Cotton Quay development at Salford Quays, for which planning has been granted for 1,493 apartments, together with two hotels and associated commercial space.

Principal risks and uncertainties

The business is exposed to the cyclical nature of the UK and Irish residential markets. The group's developments are expected to attract buyers and tenants from the UK, Ireland and overseas, however, factors outside the UK and Irish economy may impact on potential overseas buyers.

 

The business is exposed to movement in construction costs. The group minimises this risk wherever possible by entering into fixed price design and build contracts for its larger projects. The group would also be exposed if one of the main contractors failed, but it maintains relationships with a number of principle contractors to ensure that, in the event of failure by one, there would be minimal disruption or delay by securing a replacement.

 

The business is exposed to interest rate movement as the majority of the development schemes contain an element of third-party funding. Short and long-term interest movements are closely monitored by the board.

 

The business is exposed to European exchange rate movements for its Irish projects. To mitigate this risk, the group ensures that any borrowing for its Irish projects are Euro denominated.

 

The business is exposed to movements in house prices. The directors monitor the market closely and believe the group is well-positioned to react to market changes and development opportunities.

 

The business seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest any cash assets safely and profitably.

ROYALTON GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
Key performance indicators

The board uses a number of key performance indicators to enable a consistent method of analysing performance.

 

Gross profit margin for all projects

Gross profit margins measure the profit achieved on each project after taking into account all direct costs. The group's development schemes are regularly valued and appraised using market research of similar properties and input from third-party professional advisors. The direct costs of each development are rigorously reviewed on a monthly basis including a comparison of current costs compared to original budgets and forecasts to complete.

 

Cash flow and debt management

Cash flow and debt management is monitored daily with rolling cash flow forecasts updated monthly and compared to budgets. The group ensures that it has sufficient liquid funds through effective cash management including monitoring working capital needs, keeping a tight rein on expenditure and, where applicable, matching monthly project cash flow expenditure with funding receipts from third-party funding resources. The group has sufficient secured financing facilities to complete its current development pipeline.

 

Project completion management

Forecast development program, completion and sales timescales for all of the group's projects are monitored on a monthly basis and reviewed by the board.

On behalf of the board

Mr J D Maxfield
Director
31 January 2025
ROYALTON GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -

The directors present their annual report and financial statements for the year ended 30 April 2024.

Principal activities

The principal activity of the company and group continued to be that of property development.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

Mr K Parker
Mr J D Maxfield
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group will be put at a General Meeting.

Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group 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’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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 financial risk management and future developments.

ROYALTON GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr J D Maxfield
Director
31 January 2025
ROYALTON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROYALTON GROUP HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Royalton Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

ROYALTON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROYALTON GROUP HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

ROYALTON GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROYALTON GROUP HOLDINGS LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Reilly ACCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
31 January 2025
Chartered Accountants
Statutory Auditor
Carnac Place
Cams Hall Estate
Fareham
Hampshire
United Kingdom
PO16 8UY
ROYALTON GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
13,066,169
26,770,066
Cost of sales
(8,845,510)
(21,345,731)
Gross profit
4,220,659
5,424,335
Administrative expenses
(2,759,404)
(3,580,947)
Other operating income
5,500
23,243
Operating profit
4
1,466,755
1,866,631
Interest receivable and similar income
8
(3,367)
17,219
Interest payable and similar expenses
9
(2,481,960)
(2,222,458)
Amounts written off investments
10
-
(2,758,032)
Loss before taxation
(1,018,572)
(3,096,640)
Tax on loss
11
(60,144)
(35,880)
Loss for the financial year
26
(1,078,716)
(3,132,520)
Loss for the financial year is attributable to:
- Owners of the parent company
(837,085)
(3,244,403)
- Non-controlling interests
(241,631)
111,883
(1,078,716)
(3,132,520)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(837,085)
(3,244,403)
- Non-controlling interests
(241,631)
111,883
(1,078,716)
(3,132,520)
ROYALTON GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
75,742
58,490
Investments
14
46,264
49,737
122,006
108,227
Current assets
Stocks
17
23,454,274
22,879,803
Debtors
18
13,290,758
13,625,848
Cash at bank and in hand
521,227
947,099
37,266,259
37,452,750
Creditors: amounts falling due within one year
19
(33,911,919)
(33,176,669)
Net current assets
3,354,340
4,276,081
Total assets less current liabilities
3,476,346
4,384,308
Creditors: amounts falling due after more than one year
20
(170,754)
-
Provisions for liabilities
Deferred tax liability
23
9,573
9,573
(9,573)
(9,573)
Net assets
3,296,019
4,374,735
Capital and reserves
Called up share capital
25
78
78
Profit and loss reserves
26
3,173,881
4,010,966
Equity attributable to owners of the parent company
3,173,959
4,011,044
Non-controlling interests
122,060
363,691
3,296,019
4,374,735
The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr J D Maxfield
Director
Company registration number 09014434 (England and Wales)
ROYALTON GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
45,006
45,006
Current assets
Debtors
18
232,500
100,000
Cash at bank and in hand
5,613
2,492
238,113
102,492
Creditors: amounts falling due within one year
19
(927)
(146,256)
Net current assets/(liabilities)
237,186
(43,764)
Net assets
282,192
1,242
Capital and reserves
Called up share capital
25
78
78
Profit and loss reserves
26
282,114
1,164
Total equity
282,192
1,242

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £280,950 (2023 - £4 profit).

The financial statements were approved by the board of directors and authorised for issue on 31 January 2025 and are signed on its behalf by:
31 January 2025
Mr J D Maxfield
Director
Company registration number 09014434 (England and Wales)
ROYALTON GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 1 May 2022
78
7,255,369
7,255,447
252,947
7,508,394
Year ended 30 April 2023:
Loss and total comprehensive income
-
(3,244,403)
(3,244,403)
111,883
(3,132,520)
Disposal of subsidiary
-
-
-
541
541
Other movements
-
-
-
(1,680)
(1,680)
Balance at 30 April 2023
78
4,010,966
4,011,044
363,691
4,374,735
Year ended 30 April 2024:
Loss and total comprehensive income
-
(837,085)
(837,085)
(241,631)
(1,078,716)
Balance at 30 April 2024
78
3,173,881
3,173,959
122,060
3,296,019
ROYALTON GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 May 2022
78
1,160
1,238
Year ended 30 April 2023:
Profit and total comprehensive income for the year
-
4
4
Balance at 30 April 2023
78
1,164
1,242
Year ended 30 April 2024:
Profit and total comprehensive income
-
280,950
280,950
Balance at 30 April 2024
78
282,114
282,192
ROYALTON GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
1,139,893
22,381,191
Interest paid
(2,481,960)
(2,222,458)
Income taxes paid
(60,140)
(2,739)
Net cash (outflow)/inflow from operating activities
(1,402,207)
20,155,994
Investing activities
Purchase of tangible fixed assets
(1,432)
(4,618)
Proceeds from disposal of subsidiaries, net of cash disposed
-
(6,173)
Purchase of joint ventures
3,473
(5,737)
Purchase of investments
-
(4,000)
Write off of loans
-
(2,751,859)
Interest received
106
11,532
Other income received from investments
(3,473)
5,687
Net cash used in investing activities
(1,326)
(2,755,168)
Financing activities
Proceeds from borrowings
11,071,110
10,734,490
Repayment of borrowings
(5,137,679)
(32,716,386)
Proceeds from new bank loans
3,299,173
23,913,240
Repayment of bank loans
(8,251,098)
(19,424,255)
Payment of finance leases obligations
(3,845)
-
Net cash generated from/(used in) financing activities
977,661
(17,492,911)
Net decrease in cash and cash equivalents
(425,872)
(92,085)
Cash and cash equivalents at beginning of year
947,099
1,039,184
Cash and cash equivalents at end of year
521,227
947,099
ROYALTON GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
32
(277,879)
4,049
Investing activities
Purchase of joint ventures
-
0
(50)
Purchase of investments
-
0
(4,000)
Interest received
-
0
4
Dividends received
281,000
-
0
Net cash generated from/(used in) investing activities
281,000
(4,046)
Net increase in cash and cash equivalents
3,121
3
Cash and cash equivalents at beginning of year
2,492
2,489
Cash and cash equivalents at end of year
5,613
2,492
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 15 -
1
Accounting policies
Company information

Royalton Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL.

 

The group consists of Royalton Group Holdings Limited and all of its subsidiaries.

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. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Royalton Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 April 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 16 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

Given the current economic climate and resultant delays to the sale of some of the group's property interests, the group is currently facing a temporary liquidity shortfall. The group is being supported by its bankers and a joint venture partner which has made available a short-term working capital facility to ensure the group's financial stability until income is derived from future development profits and management fee income. The group anticipates revenues from its contracted and uncontracted development opportunities in Ireland will generate an income stream to meet its future cash flow requirements in the short-term and capital receipts from individual sales of its 112-unit residential development in Dublin will enable it to repay the short-term loan facilities from its joint venture partner.

 

Therefore, at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover comprises property sales and management fees rendered at the invoiced amount net of any discounts and VAT.

Turnover in respect of long-term contracts is assessed on a contract by contract basis, whereby turnover and related costs are reflected in the profit and loss account in accordance with the stage of completion of the contract. Any amount invoiced during the year which exceed the turnover recognised based on stage of completion is deferred to future periods. Where the outcome of each long-term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the profit and loss account as the difference between the reported turnover and related costs for that period.

 

Turnover that represents property sales are recognised on unconditional exchange of contracts.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 17 -
1.7
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:

Fixtures and fittings
20% on cost
Computers
25% on cost
Motor vehicles
25% on reducing balance

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 recognised in the profit and loss account.

1.8
Fixed asset 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

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

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises land, direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
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.

1.12
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.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, 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 profit or loss in finance costs or finance 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.

Derecognition of financial liabilities

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

1.13
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.

1.14
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.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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. 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.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 22 -
Key sources of estimation uncertainty

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

Valuation of stocks

The directors assess the carrying value of the stocks, including an assessment of the likely final contract profitability, the security held by the company, the financial strength of the counterparty and the likelihood of its recoverability.

Amounts owed by group companies

The directors assess the likelihood of recovery of amounts due from group companies. Where such balances are considered to be irrecoverable, a provision is made in the accounts.

Overhead allocations

Salary costs and overheads are allocated to each project based on time spent by staff members on each project. These are recharged as a management fee.

Release of stocks to cost of sales

The directors estimate a proportion of stocks to be released against sales of properties in the year based on the gross margin expected to be achieved on current and future sales.

3
Turnover and other revenue

The turnover and profit before taxation are attributable to the one principal activity of the group.

2024
2023
£
£
Turnover analysed by class of business
Property sales
10,992,245
21,267,271
Management fees
2,073,924
5,502,795
13,066,169
26,770,066
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
11,118,384
24,512,508
Republic of Ireland
1,947,785
2,257,558
13,066,169
26,770,066
2024
2023
£
£
Other revenue
Interest income
106
11,532
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 23 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(11,239)
65,059
Depreciation of owned tangible fixed assets
32,690
35,657
Operating lease charges
296,660
331,410
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
-
-
Audit of the financial statements of the company's subsidiaries
53,500
40,000
For other services
Taxation compliance services
9,000
8,250

Audit fees are invoiced to Royalton Limited and recharged across the group through management fees.

6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors, management and administration
11
13
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,285,479
1,235,526
-
0
-
0
Social security costs
148,030
140,707
-
-
Pension costs
108,414
104,746
-
0
-
0
1,541,923
1,480,979
-
0
-
0
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
213,923
216,010
Company pension contributions to defined contribution schemes
22,400
22,404
236,323
238,414
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
197,500
199,608
Company pension contributions to defined contribution schemes
22,400
22,404
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
106
1,179
Other interest income
-
10,353
Total interest revenue
106
11,532
Income from fixed asset investments
Income from participating interests - joint ventures
(3,473)
5,687
Total income
(3,367)
17,219
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
106
1,179
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 25 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
964,770
1,308,366
Other interest on financial liabilities
1,516,134
914,092
2,480,904
2,222,458
Other finance costs:
Other interest
1,056
-
Total finance costs
2,481,960
2,222,458
10
Amounts written off investments
2024
2023
£
£
Amounts written back to/(written off) current loans
-
(2,751,859)
Other gains and losses
-
(6,173)
-
(2,758,032)

Amounts written off current loans in the prior year relates to a provision against the amounts owed by a connected company which is no longer deemed recoverable.

 

Other gains and losses in the prior year relates to losses arising from the partial disposals of share capital in the Irish subsidiaries.

11
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
46,566
-
0
Foreign current tax on profits for the current period
-
0
6,809
Total current tax
46,566
6,809
Deferred tax
Origination and reversal of timing differences
13,578
29,071
Total tax charge
60,144
35,880

As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's financial year straddles this date, a blended corporation tax rate of 19.5% has been applied to the prior year which is calculated by apportioning the two tax rates on a weighted basis for the proportion if the financial year for which each main tax rate was applicable.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
11
Taxation
(Continued)
- 26 -

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

2024
2023
£
£
Loss before taxation
(1,018,572)
(3,096,640)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.50%)
(254,643)
(603,845)
Tax effect of expenses that are not deductible in determining taxable profit
23,413
657,083
Effect of overseas tax rates
(13,578)
(27,696)
Under/(over) provided in prior years
46,566
-
0
Corporate interest restriction
251,932
-
0
Under provided in current year
6,454
10,338
Taxation charge
60,144
35,880
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 May 2023 and 30 April 2024
2,425,257
Amortisation and impairment
At 1 May 2023 and 30 April 2024
2,425,257
Carrying amount
At 30 April 2024
-
0
At 30 April 2023
-
0
The company had no intangible fixed assets at 30 April 2024 or 30 April 2023.
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 27 -
13
Tangible fixed assets
Group
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 May 2023
168,481
29,325
-
0
197,806
Additions
-
0
1,432
48,510
49,942
At 30 April 2024
168,481
30,757
48,510
247,748
Depreciation and impairment
At 1 May 2023
111,429
27,887
-
0
139,316
Depreciation charged in the year
30,780
1,910
-
0
32,690
At 30 April 2024
142,209
29,797
-
0
172,006
Carrying amount
At 30 April 2024
26,272
960
48,510
75,742
At 30 April 2023
57,052
1,438
-
0
58,490
The company had no tangible fixed assets at 30 April 2024 or 30 April 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
956
956
Investments in joint ventures
16
2,264
5,737
50
50
Other investments
44,000
44,000
44,000
44,000
46,264
49,737
45,006
45,006
Movements in fixed asset investments
Group
Shares in joint ventures
Other
Total
£
£
£
Cost or valuation
At 1 May 2023
5,737
44,000
49,737
Valuation changes
(3,473)
-
(3,473)
At 30 April 2024
2,264
44,000
46,264
Carrying amount
At 30 April 2024
2,264
44,000
46,264
At 30 April 2023
5,737
44,000
49,737
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
14
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries and joint ventures
Other
Total
£
£
£
Cost or valuation
At 1 May 2023 and 30 April 2024
1,006
44,000
45,006
Carrying amount
At 30 April 2024
1,006
44,000
45,006
At 30 April 2023
1,006
44,000
45,006
15
Subsidiaries

Details of the company's subsidiaries at 30 April 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Royalton Limited
2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL
Ordinary shares
100.00
-
Art Estates Limited
2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL
Ordinary shares
100.00
-
Royalton RS Limited
2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL
Ordinary shares
-
75.00
Royalton Estates Limited
2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL
Ordinary shares
-
100.00
Royalton Hox Park Limited
2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL
Ordinary shares
-
100.00
Royalton Developments Ireland Limited
Republic of Ireland
Ordinary shares
100.00
-
Royalton Developments Cabra Limited
Republic of Ireland
Ordinary shares
-
80.00
Royalton Developments Fairview Limited
Republic of Ireland
Ordinary shares
-
80.00
Golden Oaks Oxshott LLP
2000 Cathedral Square, Cathedral Hill, Guildford, Surrey, GU2 7YL
Equity
-
100.00

 

 

 

 

 

 

 

 

 

 

 

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 29 -
16
Joint ventures

Details of joint ventures at 30 April 2024 are as follows:

Name of undertaking
Registered office
Interest
% Held
held
Direct
Indirect
Aghoco 2214 Limited
Welton Grange, Welton, Brough, East Yorkshire, United Kingdom, HU15 1NB
Ordinary shares
50.00
-
Royalton Developments Dublin 4 Limited
Republic of Ireland
Ordinary shares
-
50.00
Shore Club Financing Limited
Welton Grange, Welton, Brough, East Yorkshire, United Kingdom, HU15 1NB
Ordinary shares
-
50.00
Art Estates (Holdings) Limited
Welton Grange, Welton, Brough, East Yorkshire, United Kingdom, HU15 1NB
Ordinary shares
50.00
-
Art Estates (Bancroft) Limited
Republic of Ireland
Ordinary shares
-
50.00
Art Estates (Redforge) Limited
Republic of Ireland
Ordinary shares
-
50.00
17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
11,803,146
3,183,734
-
-
Finished goods and goods for resale
11,651,128
19,696,069
-
0
-
0
23,454,274
22,879,803
-
-

Included in work in progress are finance costs incurred in the year totalling £nil (2023 - £nil).

18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
240
113,517
-
0
-
0
Corporation tax recoverable
6,694
-
0
-
0
-
0
Amounts owed by group undertakings
11,829,142
11,829,142
232,500
100,000
Amounts owed by undertakings in which the company has a participating interest
58,409
23,154
-
-
Other debtors
525,440
380,025
-
0
-
0
Prepayments and accrued income
867,382
1,262,981
-
0
-
0
13,287,307
13,608,819
232,500
100,000
Deferred tax asset (note 23)
3,451
17,029
-
0
-
0
13,290,758
13,625,848
232,500
100,000
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 30 -
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
21
9,122,027
14,073,952
-
0
-
0
Obligations under finance leases
22
12,204
-
0
-
0
-
0
Other borrowings
21
17,881,977
11,948,546
-
0
-
0
Trade creditors
1,199,697
729,184
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
877
146,206
Amounts owed to undertakings in which the group has a participating interest
50
50
50
50
Corporation tax payable
1,008
7,888
-
0
-
0
Other taxation and social security
479,245
503,239
-
-
Other creditors
2,215,387
2,868,074
-
0
-
0
Accruals and deferred income
3,000,324
3,045,736
-
0
-
0
33,911,919
33,176,669
927
146,256
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
22
32,461
-
0
-
0
-
0
Other creditors
138,293
-
0
-
0
-
0
170,754
-
-
-
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
9,122,027
14,073,952
-
0
-
0
Other loans
17,881,977
11,948,546
-
0
-
0
27,004,004
26,022,498
-
-
Payable within one year
27,004,004
26,022,498
-
0
-
0
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
21
Loans and overdrafts
(Continued)
- 31 -

Bank loans of £9,122,027 (2023 - £14,073,952) relate to Royalton RS Limited and are secured against the freehold title of the property currently included in stocks and there is a fixed and floating charge against all assets of the company. Interest is currently accruing at SONIA plus 3% per annum.

 

Other loans of £4,457,214 (2023 - £8,714,056) relate to Royalton RS Limited and are secured against the freehold title of the property currently included in stocks and there is a fixed and floating charge against all assets of the company. This loan facility with a limit of £9,625,000 has been guaranteed by Royalton Developments Dublin 4 Limited, a joint venture of the group, incorporated in the Republic of Ireland, with registration number 678584. Interest is currently accruing at 10% per annum.

 

Other loans of £1,250,000 (2023 - £1,250,000) relate to Royalton Limited and are secured by a fixed charge over the assets of the company. The loan has also been guaranteed by Royalton Group Holdings Limited. Interest is currently accruing at 24% per annum.

 

In Royalton Limited, there is also a loan for £2,034,508 (2023 - £390,738) which is secured by a fixed charge over the assets of the company. The loan has also been guaranteed by Royalton Developments Dublin 4 Limited, a joint venture of the group, incorporated in the Repulic of Ireland with registration number 678584. Interest is currently accruing at 10% per annum.

 

Other loans of £6,269,292 (2023 - £1,593,752) relate to Royalton Estates Limited and are secured against the freehold title of the property and there is a fixed and floating charge against all assets of the company. The loan facility has also been guaranteed by Royalton Limited. Interest is currently accruing at 9.99% per annum.

 

Other loans of £3,795,963 (2023 - nil) relate to Art Estates Limited and are secured against the freehold title of the property and there is a fixed and floating charge against all assets of the company. Interest is currently accruing at 10% per annum.

22
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
12,204
-
0
-
0
-
0
In two to five years
32,461
-
0
-
0
-
0
44,665
-
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 32 -
23
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
9,573
9,573
-
-
Tax losses
-
-
3,451
17,029
9,573
9,573
3,451
17,029
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 May 2023
(7,456)
-
Charge to profit or loss
13,578
-
Liability at 30 April 2024
6,122
-

The deferred tax liability set out above is expected to reverse within the next few years and relates to accelerated capital allowances that are expected to mature within the same period.

 

The deferred tax asset set out above is expected to reverse within the next few years and relates to the utilisation of tax losses against future expected profits of the same period.

24
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
108,414
104,746

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

25
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
3,939
3,939
39
39
B ordinary shares of 1p each
3,939
3,939
39
39
7,878
7,878
78
78
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
25
Share capital
(Continued)
- 33 -

All shares carry equal voting rights and rights to participate in any distribution.

26
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
4,010,966
7,255,369
1,164
1,160
Profit/(loss) for the year
(837,085)
(3,244,403)
280,950
4
At the end of the year
3,173,881
4,010,966
282,114
1,164
27
Operating lease commitments
Lessee

Operating lease payments represent rentals payable by the company for its head office, vehicle leases and other leases.

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
86,008
146,145
-
-
Between two and five years
-
83,290
-
-
86,008
229,435
-
-
28
Events after the reporting date

After the year end, Royalton Limited entered into two working capital loans to assist with the company and wider group's temporary liquidity shortfalls (see note 1.4).

29
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities over which the group has control, joint control or significant influence
50
50
Key management personnel
1,874,991
2,697,237
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
29
Related party transactions
(Continued)
- 34 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities with control, joint control or significant influence over the group
11,829,142
11,829,142
Entities over which the group has control, joint control or significant influence
58,409
23,154
30
Controlling party

Mr K R Parker is the ultimate controlling party by virtue of his 100% ownership of the issued share capital directly and indirectly through Royalton Ventures Limited.

31
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(1,078,716)
(3,132,520)
Adjustments for:
Taxation charged
60,144
35,880
Finance costs
2,481,960
2,222,458
Investment income
3,367
(17,219)
Depreciation and impairment of tangible fixed assets
32,690
35,657
Other gains and losses
-
2,758,032
Movements in working capital:
(Increase)/decrease in stocks
(574,471)
16,419,528
Decrease in debtors
328,206
3,688,624
(Decrease)/increase in creditors
(113,287)
370,751
Cash generated from operations
1,139,893
22,381,191
ROYALTON GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 35 -
32
Cash (absorbed by)/generated from operations - company
2024
2023
£
£
Profit for the year after tax
280,950
4
Adjustments for:
Investment income
(281,000)
(4)
Movements in working capital:
Increase in debtors
(132,500)
-
(Decrease)/increase in creditors
(145,329)
4,049
Cash (absorbed by)/generated from operations
(277,879)
4,049
33
Analysis of changes in net debt - group
1 May 2023
Cash flows
New finance leases
30 April 2024
£
£
£
£
Cash at bank and in hand
947,099
(425,872)
-
521,227
Borrowings excluding overdrafts
(26,022,498)
(981,506)
-
(27,004,004)
Obligations under finance leases
-
3,845
(48,510)
(44,665)
(25,075,399)
(1,403,533)
(48,510)
(26,527,442)
34
Analysis of changes in net funds - company
1 May 2023
Cash flows
30 April 2024
£
£
£
Cash at bank and in hand
2,492
3,121
5,613
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