Acorah Software Products - Accounts Production 16.1.300 false true true 31 December 2022 1 January 2022 false 4 February 2025 1 January 2023 31 December 2023 31 December 2023 08753630 Mr Aiadurai Premananthan Mr Allirajah Subaskaran Mr Aiadurai Premananthan Mr A Subaskaran false iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 08753630 2022-12-31 08753630 2023-12-31 08753630 2023-01-01 2023-12-31 08753630 frs-core:CurrentFinancialInstruments 2023-12-31 08753630 frs-core:Non-currentFinancialInstruments 2023-12-31 08753630 frs-core:LandBuildings frs-core:OwnedOrFreeholdAssets 2023-12-31 08753630 frs-core:LandBuildings frs-core:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 08753630 frs-core:LandBuildings frs-core:OwnedOrFreeholdAssets 2022-12-31 08753630 frs-core:ShareCapital 2023-12-31 08753630 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 08753630 frs-bus:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 08753630 frs-bus:AbridgedAccounts 2023-01-01 2023-12-31 08753630 frs-bus:SmallEntities 2023-01-01 2023-12-31 08753630 frs-bus:Audited 2023-01-01 2023-12-31 08753630 frs-bus:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 08753630 1 2023-01-01 2023-12-31 08753630 frs-core:OtherProvisionsContingentLiabilities 2023-01-01 2023-12-31 08753630 frs-core:OtherProvisionsContingentLiabilities 2022-12-31 08753630 frs-core:FurtherSpecificReserve1ComponentTotalEquity 2023-01-01 2023-12-31 08753630 frs-core:FurtherSpecificReserve1ComponentTotalEquity 2023-12-31 08753630 frs-bus:Director1 2023-01-01 2023-12-31 08753630 frs-bus:Director2 2023-01-01 2023-12-31 08753630 frs-bus:CompanySecretary1 2023-01-01 2023-12-31 08753630 frs-countries:EnglandWales 2023-01-01 2023-12-31 08753630 2021-12-31 08753630 2022-12-31 08753630 2022-01-01 2022-12-31 08753630 frs-core:CurrentFinancialInstruments 2022-12-31 08753630 frs-core:Non-currentFinancialInstruments 2022-12-31 08753630 frs-core:ShareCapital 2022-12-31 08753630 frs-core:RetainedEarningsAccumulatedLosses 2022-12-31 08753630 frs-core:FurtherSpecificReserve1ComponentTotalEquity 2022-12-31
Registered number: 08753630
THAMES QUAY PROPERTIES II LIMITED
ABRIDGED Financial Statements
For The Year Ended 31 December 2023
Contents
Page
Balance Sheet 1—2
Notes to the Abridged Financial Statements 3—10
Page 1
Balance Sheet
Registered number: 08753630
2023 2022
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 5 - 2,609,651
Investment Properties 6 108,407,572 39,600,000
108,407,572 42,209,651
CURRENT ASSETS
Debtors 7 29,065,027 25,554,951
Cash at bank and in hand 114 3,528
29,065,141 25,558,479
Creditors: Amounts Falling Due Within One Year 8 (4,127,026 ) (9,697,396 )
NET CURRENT ASSETS (LIABILITIES) 24,938,115 15,861,083
TOTAL ASSETS LESS CURRENT LIABILITIES 133,345,687 58,070,734
Creditors: Amounts Falling Due After More Than One Year 9 (187,078,273 ) (167,969,433 )
PROVISIONS FOR LIABILITIES
Provisions For Charges 11 - (620,000 )
Deferred Taxation 10 (6,076,893 ) -
NET LIABILITIES (59,809,479 ) (110,518,699 )
CAPITAL AND RESERVES
Called up share capital 12 200 200
Fair value reserve 14 59,323,107 -
Profit and Loss Account (119,132,786 ) (110,518,899 )
SHAREHOLDERS' FUNDS (59,809,479) (110,518,699)
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These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
All of the company's members have consented to the preparation of an Abridged Profit and Loss Account for the year end 31 December 2023 in accordance with section 444(2A) of the Companies Act 2006.
On behalf of the board
Mr Aiadurai Premananthan
Director
04/02/2025
The notes on pages 3 to 9 form part of these financial statements.
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Notes to the Abridged Financial Statements
1. General Information
THAMES QUAY PROPERTIES II LIMITED is a private company, limited by shares, incorporated in England & Wales, registered number 08753630 . The registered office is 3rd Floor, Walbrook Building 195 Marsh Wall, London, E14 9SG.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
Presentation currency
The financial statements are prepared in sterling, which is the functional currency of the company.
2.2. Going Concern Disclosure
The Directors believe the Company can meet its obligations to creditors for at least 12 months from the approval of the financial statements. The Company’s investment property, initially costing £84.1 million, was partially funded by a loan involving related parties, including WWW Holding Limited and Thames Quay Properties Limited.
Due to uncertainties regarding WWW Holding’s financial stability and the repayment of a bank loan, the Directors acknowledge a material uncertainty about the Company’s ability to continue as a going concern. Forecasts assume the loan interest from Thames Quay will accrue without repayment, and the Company relies on ongoing financial support from WWW Holding for property redevelopment and operational funding. However, this support is not legally binding.
While WWW Holdings has expressed willingness to continue financial support and defer repayments, its ability to provide this support is uncertain. Its most recent financial statements (year-end 31 December 2021) received a disclaimer audit opinion, citing insufficient evidence of its ability to operate as a going concern. The loan repayment has been extended to October 2025.
2.3. Significant judgements and estimations
In preparing these Financial Statements, management has made judgements, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.
Critical accounting judgements in applying the Company's accounting policies 
Investment property — Land and buildings
The company’s investment property has been valued by a professional third party valuer. The value is based on the market value of the site in its current state. The valuer has taken into consideration the comparable evidence, their in house property records  and the experience of valuing a property of this type  within the location where this property is located. The property has been valued solely on the basis of its development potential as the value of this dwarfs the current usage.
Recoverability of related party loan and inter-company debtors
The Company has made a material loan to a related party. In assessing recoverability of that loan management has assessed the net worth of the debtor and their spouse.
Management evaluates the recoverability of intercompany debtors by reviewing accounting information in relation to the debtor companies.
2.4. Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration receivable, excluding discounts, rebates and Value Added Tax. Turnover represents rental income from the lease of land and buildings and is recognised in Profit and loss on a straight-line basis over the lease term. Lease incentives granted are recognised over the term of the lease.
Service charge income related to the maintenance charged collected from existing Tenants to cover the expenses. Service Income for each tenant will be calculated based on the sq. ft area.
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2.5. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Freehold see below
2.6. Investment Properties
Investment properties are properties which are held to earn rental income, or for capital appreciation, or both.
Investment property is carried at fair value determined annually by external valuers. The valuation is based on an existing use valuation with an uplift applied for the planning permission for a residential development. Changes in fair value are recognised in Profit and Loss and consequently transferred to fair value reserve.
2.7. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Profit and Loss because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.8. Debtors and creditors
Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Creditors
Short term creditors are measured at the transaction price, plus any attributable transaction costs. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
2.9. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. The cash and cash equivalents are stated at their nominal values, as this approximates to amortised cost. 
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2.10. Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to Profit and Loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet. 
A reversal of provision occurs when a previously recognized provision is no longer required or when the estimate of the provision changes.
3. Average Number of Employees
Average number of employees, including directors, during the year was: NIL (2022: NIL)
- -
4. Interest Payable and Similar Charges
2023 2022
£ £
Bank loans and overdrafts 1,183,752 995,571
Other finance charges 11,466,582 10,574,799
12,650,334 11,570,370
Included in Bank interest expense is £81,242 (2022: £ 83,488) of amortised bank arrangement fees. 
5. Tangible Assets
Land & Property
Freehold
£
Cost or Valuation
As at 1 January 2023 2,609,651
Additions 797,921
Transfers (3,407,572 )
As at 31 December 2023 -
Net Book Value
As at 31 December 2023 -
As at 1 January 2023 2,609,651
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Cost or valuation as at 31 December 2023 represented by:
Land & Property
Freehold
£
-
Thames Quay Properties II Limited (TQP II) has been established as a corporate vehicle to develop the existing 3.5 acre site at Marsh Wall for residential developments.
The Company has engaged Buro Happold Limited to lead the initial design development and engineering works. These development expenses are being capitalised in line with the Company's accounting policies.
The company has appointed Band Capital to prepare a redevelopment plan and company will incur costs accordingly. There is a risk that if the redevelopment plan is not approved the authorities or fail due to unforeseen events all the cost so far capitalized will be impaired and expensed out. On the other hand, if the property is redeveloped into residential towers this will increase the fair value of all the properties of the Company. Hence during the year 2023 , we have transferred the property development to Investment property as it is not separately identifiable.
6. Investment Property
2023
£
Fair Value
As at 1 January 2023 39,600,000
Revaluations 65,400,000
Transfers 3,407,572
As at 31 December 2023 108,407,572
The freehold and leasehold investment properties have been valued at £105m (2022: £39.6m) by external valuers, Taylor Chartered Surveyors. The valuation has been carried out in accordance with the current UK edition of the RICS Valuation -Professional Standards, published by The Royal Institution of Chartered Surveyors ("the Red Book"). The valuation of each of the investment properties has been prepared on the basis of fair value which which is the redevelopment of the property into residential towers. The valuation has been provided for accounts purposes and, as such, is a Regulated Purpose Valuation as defined in the Red Book. In compliance with the disclosure requirements of the Red Book, Taylor Chartered Surveyors has confirmed:
- Taylor Chartered Surveyors does not provide other significant professional or agency services to the Company; and
- The fee payable to Taylor Chartered Surveyors is a fixed amount per property and is not contingent on the appraised value. The investment property is pledged as security for loans entered into during the year.
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7. Debtors
2023 2022
£ £
Due within one year
Trade debtors 586,941 937,910
Amounts owed by group undertakings 2,845,168 1,124,995
Amounts owed by participating interests 18,155,000 -
Other debtors 7,477,918 1,525,299
29,065,027 3,588,204
Due after more than one year
Amounts owed by participating interests - 16,066,372
Other debtors - 5,900,375
- 21,966,747
29,065,027 25,554,951
The loan to parties associated to Directors represent transaction that had initially been provided a rate that is less than market value and has been discounted back at a commercial rate over the expected term of the loan. The difference between the fair value of the loan and the original loan value has been recorded as interest.
The loan to parties associated to directors is interest-free, unsecured and due for repayment on 24 October 2024.
There is an amount within other debtors falling due less than one year of £5,900k (2022: £5,900k) that relates to S455 tax and will be fully recovered when the loan to parties related to directors is fully paid.
Included in other debtors due within one year is £1.2m (2022: £1 .2m) of restricted funds held as a security deposit by the Company against the bank loan.
8. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Trade creditors 2,202,984 568,273
Bank loans and overdrafts - 7,850,000
Other creditors 1,745,797 1,159,980
Taxation and social security 178,245 119,143
4,127,026 9,697,396
9. Creditors: Amounts Falling Due After More Than One Year
2023 2022
£ £
Bank loans 12,150,000 12,150,000
Other loans 174,928,273 155,819,433
187,078,273 167,969,433
Amounts owed to group undertakings are unsecured and has a nominal interest rate of 7%.The amounts owed to group undertakings do not have a specified date of maturity.Amount owed to related parties must not be repaid until the bank loans have been fully repaid.
The bank loan of £12.15m secured on the investment property (note 6) is repayabale post year end to October 2025. During the year £7.85m was borrowed from WWW Holding Company to settle a covenant call on the bank loan.
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10. Deferred Taxation
The provision for deferred tax is made up as follows:
2023 2022
£ £
Other timing differences 6,076,893 -
11. Provisions for Liabilities
Other Provisions Total
£ £
As at 1 January 2023 620,000 620,000
Reversals (620,000 ) (620,000)
12. Share Capital
2023 2022
£ £
Allotted, Called up and fully paid 200 200
13. Capital Commitments
The Company has commitments amounting to £4,085k (2022: £845k ) as at the year end, relating to the professional fees for the property development.
14. Reserves
Fair Value Reserve
£
Transfer to profit and loss 59,323,107
As at 31 December 2023 59,323,107
15. Related Party Transactions
The company has taken advantage of exemption, under the terms of Financial  Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to  disclose related party transactions with wholly owned subsidiaries within the group. 
16. Controlling Party
The company's controlling party is Mr A Subaskaran by virtue of his ownership of 98% of the issued share capital of Thames Quay Properties Holdings Limited, the ultimate parent entity of the Company.
The Consolidated Financial Statements of Thames Quay Properties Holdings Limited are available to the public and may be obtained from its principal place of business, 3rd Floor, Walbrook Building, 195 Marsh Wall, London, E14 9SG. The immediate parent company is Thames Quay Properties Limited.
17. Auditor Liability Limitation
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The company has entered into a liability limitation agreement with Sterling Young Ltd, the statutory auditor, in respect of the statutory audit for the period ended 31 December 2023. The proportionate liability agreement follows the standard terms in Appendix B to the Financial Reporting Council's June 2008 Guidance on Auditor Liability Agreements, and was approved by the member on 8 August 2024.
18. Audit Information
The auditor's report on the accounts of THAMES QUAY PROPERTIES II LIMITED for the year ended 31 December 2023 was qualified.
The basis of qualification in the auditor's report was as follows:
We were unable to obtain sufficient and appropriate audit evidence regarding the net wealth of a related party associated with one of the company’s directors. As such, we could not verify the recoverability of the following: 
  • A loan of £18,155,000 (Note 7) to parties associated with the directors. 
  • The amount of £5,900,000 (Note 7) included within other debtors, relating to S455 tax will only be recoverable when loans due from related parties are repaid in full.
In addition, the same matters were present in the comparative period (2022). Specifically, we are unable to verify the recoverability of:
  • A loan of £16,066,000 to parties associated with the directors for the prior year (2022).
  • An amount of £5,900,000 relating to S455 tax for the prior year (2022), which will only be recoverable when the related party loans are repaid in full.
Due to the absence of sufficient evidence supporting the recoverability of these amounts in both the current year and comparative period, we were unable to assess whether any adjustments to these balances were necessary. As such, the balance sheet position and profit for both the current year and prior year could be significantly misstated, potentially resulting in an overstatement of the company’s financial standing.
The financial statements reflect an investment property with an opening balance of £39,600,000, a revaluation surplus of £65,400,000, reclassification from property development of £3,407,572 and a closing value of £108,407,572 (Note 6) and related deferred tax amounting to £6,076,893. However, we could not obtain sufficient appropriate audit evidence to substantiate the fair value of the investment property as of the year-end date.
  • The valuation was based on an external valuer appointed by the management, who agreed to the closing value of £105,000,000. 
  • Our independent external valuer, however, could not verify this valuation. 
  • We were unable to obtain an alternative reliable basis to support the valuation of the investment property at the year-end.  
Additionally, we do not agree with the separate capitalization of property development cost of £2,609,651in the comparative figures, which we consider should have been accounted for as addition to investment property.
The matters required to report by exception are stated below:
In the light of the knowledge and understanding of the company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report. 
Matters arising solely from the limitation of our work referred above:
  • We have not obtained all the information and explanations that we considered necessary for the audit purpose. 
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: 
  • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or 
  • the company financial statements are not in agreement with the accounting records and returns; or 
...CONTINUED
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18. Audit Information - continued
  • certain disclosures of directors’ remuneration specified by law are not made; or 
  • the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. 
The auditor's report was signed by Mr Shoolin Girishkumar Yagnik (Senior Statutory Auditor) for and on behalf of Sterling Young Limited , Statutory Auditor.
Sterling Young Limited
Suite 50
238 Merton High Road
London
SW19 1AU
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