Company registration number 08286865 (England and Wales)
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
COMPANY INFORMATION
Directors
Mr M Dwan
Mr A J Dwan
Mr N Charlesworth
Mr S C Waters
Mr J C Connolly
Mr N Arif
(Appointed 25 August 2023)
Secretary
North Consulting Limited
Company number
08286865
Registered office
Building 1000
Kings Reach Yew Street
Stockport
Cheshire
United Kingdom
SK4 2HG
Auditor
Azets Audit Services
Fleet House
New Road
Lancaster
United Kingdom
LA1 1EZ
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 11
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -
The directors present their annual report and financial statements for the year ended 30 April 2024.
Principal activities
The principal activity of the company continued to be that of a holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M Dwan
Mr A J Dwan
Mr N Charlesworth
Mr B Ravi Kumar
(Resigned 25 August 2023)
Mr S C Waters
Mr J C Connolly
Mr N Arif
(Appointed 25 August 2023)
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 company’s auditor 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 company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
By order of the board
North Consulting Limited
Secretary
19 November 2024
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
- 3 -
Opinion
We have audited the financial statements of Community 1st Cornwall (Holdco) Limited (the 'company') for the year ended 30 April 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:
give a true and fair view of the state of the company's affairs as at 30 April 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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.
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:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; 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' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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 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 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.
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
- 5 -
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:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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.
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.
Susanna Cassey
Senior Statutory Auditor
For and on behalf of Azets Audit Services
27 November 2024
Chartered Accountants
Statutory Auditor
Fleet House
New Road
Lancaster
United Kingdom
LA1 1EZ
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
- 6 -
2024
2023
£
£
(Loss)/gain in revaluation of fixed asset investments
(616,255)
111,633
(Loss)/profit before taxation
(616,255)
111,633
Tax on (loss)/profit
(Loss)/profit for the financial year
(616,255)
111,633
The profit and loss account has been prepared on the basis that all operations are continuing operations.
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
4,670,161
5,286,416
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
6
4,670,160
5,286,415
Total equity
4,670,161
5,286,416
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 19 November 2024 and are signed on its behalf by:
Mr M Dwan
Director
Company Registration No. 08286865
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 May 2022
1
5,174,782
5,174,783
Year ended 30 April 2023:
Profit and total comprehensive income for the year
-
111,633
111,633
Balance at 30 April 2023
1
5,286,415
5,286,416
Year ended 30 April 2024:
Loss and total comprehensive income for the year
-
(616,255)
(616,255)
Balance at 30 April 2024
1
4,670,160
4,670,161
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
1
Accounting policies
Company information
Community 1st Cornwall (Holdco) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building 1000, Kings Reach Yew Street, Stockport, Cheshire, United Kingdom, SK4 2HG.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking. Therefore, the Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Community 1st Cornwall (Holdco) Limited is a subsidiary of Equity Solutions LIFT Investments 2023 Limited and the results of Community 1st Cornwall (Holdco) Limited are included in the consolidated financial statements of Equity Solutions LIFT Investments 2023 Limited which are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
1.2
Going concern
The company has net assets of £4,670,161 (2023: £5,286,416) and reported a loss before tax of £616,255true (2023: £111,633 profit). The Directors are required to prepare financial statements on a going concern basis unless it is inappropriate to presume that the company will continue in business.
In satisfaction of this responsibility, the Directors have considered the company's ability to meet its liabiities as they fall due for a period of at least twelve months from the signing date of the financial statements. Based on the overall review, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the going concern basis of accouting has been adopted in preparing the financial statements.
1.3
Fixed asset investments
Investments in subsidiary companies are determined as the carrying value of investment at fair value through the statement of comprehensive income. The company applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. The nature, facts and circumstances of the investment drive the valuation methodology. In this case, given that the companies subsidiaries are all property companies, the fair value of the company's investments is determined to approximate to the fair value of the net assets of the individual companies, net of deferred tax relating to revaluation on properties as this element would not crystalise in the event of a sale, hence needs adjusting for to reflect the fair value.
Revaluation gains and losses are included within the statement of comprehensive income.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
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.
Investments
The most critical estimates, assumptions and judgements relate to the determination of carrying value of investments at fair value through profit or loss. The company applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. The nature, facts and circumstances of the investment drive the valuation methodology. In this case, given that the companies subsidiaries are all property companies , the fair value of the company is determined to approximate to the fair value of the net assets (net of deferred tax on properties) of the individual companies, which is largely made up of investment properties held at fair value and bank and sub debt at amortised costs.
3
Employees
The company employed no staff other than the directors during either year. The emoluments of the directors are paid by a fellow group undertaking, which makes no rechage to the company.
2024
2023
Number
Number
Total
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
4,670,161
5,286,416
COMMUNITY 1ST CORNWALL (HOLDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
4
Fixed asset investments
(Continued)
- 11 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 May 2023
5,286,416
Valuation changes
(616,255)
At 30 April 2024
4,670,161
Carrying amount
At 30 April 2024
4,670,161
At 30 April 2023
5,286,416
5
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
Community 1st Cornwall (Torpoint) Limited
Building 1000, Kings Reach, Yew Street, Stockport, SK4 2HG
Ordinary
100.00
6
Reserves
Profit and loss reserve
The Company has a profit and loss reserve of £4,670,160 (2023 - £5,286,415). Of this, £4,670,160 (2023 - £5,286,415) is non-distributable.
7
Financial commitments, guarantees and contingent liabilities
The assets of the company are used as security on the bank loan of a fellow group company, Community 1st Cornwall (Torpoint) Limited.
8
Parent company
From 26 October 2023, the smallest group in which the results of the company are consolidated is that headed by Equity Solutions LIFT Investments 2023 Limited, a company incorperated in England and Wales. The address of Equity Solutions LIFT Investments 2023 Limited's registered office is building 1000, Kings Reach, Yew Street, Stockport, SK4 2HG.
Up to 26 October 2023, the smallest group in which the results of the company are consolidated was that headed by Equity Solutions Asset Management Limited, a company incorperated in England and Wales. The address of Equity Solutions Asset Management Limited's registered office is building 1000, Kings Reach, Yew Street, Stockport, SK4 2HG.
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