Company registration number 14117064 (England and Wales)
CLIPSTONE DEVELCO 1 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
Tavistock House South
Tavistock Square
Rayner Essex LLP
London
Chartered Accountants
WC1H 9LG
CLIPSTONE DEVELCO 1 LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
CLIPSTONE DEVELCO 1 LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£
£
£
£
Current assets
Stocks
1,514,321
1,461,387
Debtors
4
909
-
0
Cash at bank and in hand
8,568
17,567
1,523,798
1,478,954
Creditors: amounts falling due within one year
5
(218,314)
(1,038,999)
Net current assets
1,305,484
439,955
Creditors: amounts falling due after more than one year
6
(1,520,820)
(523,191)
Net liabilities
(215,336)
(83,236)
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(215,337)
(83,237)
Total equity
(215,336)
(83,236)

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

These financial statements have been prepared and delivered 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 26 March 2025 and are signed on its behalf by:
Mr S N Summers
Director
Company registration number 14117064 (England and Wales)
CLIPSTONE DEVELCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information

Clipstone Develco 1 Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Certius, Bayside Business Centre, Sovereign Business Park, 48 Willis Way, Poole, Dorset, BH15 3TB.

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.

1.2
Going concern

Having considered post year-end trading and financial results, cash reserves, and borrowing facilities, and after making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence. The company refinanced during the year and it entered into a new bank loan facility in February 2024 of £1.49m for a term of 20 years. After the year end the company has also entered into a loan facility agreement for £320,000 with a former shareholder of the company. The directors consider that these finance arrangements are sufficient for the company to meet it's ongoing requirements. Accordingly, the directors have adopted the going concern basis in preparing these financial statements.

1.3
Turnover

Turnover represents rental income arising from short-term letting of completed units and is recognised on an accruals basis in accordance with the tenancy agreement when it is probable that the economic benefit will flow to the company and the amount of income can be measured reliably.

 

Turnover from the sale of individual flats and dwellings is measured at the fair value of the consideration received or receivable. The company recognises revenue on the completion of contracts. Monies received in advance as reservation fees are included within other payables. The company did not receive any income from the sale of flats or dwellings for the period under review.

1.4
Stocks

Stocks represent work in progress relating to property development, and are stated at the lower of cost and net realisable value. The cost of work in progress comprises land, buildings, design costs, raw materials, direct labour and other direct costs involved in bringing the property inventories to their present condition. Net realisable value is the estimated selling price in the ordinary course of business. Borrowing costs have not been capitalised as part of the cost of work in progress.

1.5
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.

CLIPSTONE DEVELCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments

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

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, 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.

1.7
Equity instruments

Equity instruments issued by the company 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 company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

CLIPSTONE DEVELCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of work in progress

Stocks are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business. The directors will consider the value of any offers received during the period, valuations prepared by external professional third parties and selling prices of similar flats within nearby developments. There is consequently a degree of estimation uncertainty given the number of variables involved in determining the net realisable value.

 

3
Employees

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

2024
2023
Number
Number
Total
-
0
-
0
CLIPSTONE DEVELCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
909
-
0
5
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
-
0
968,342
Trade creditors
27,111
59,357
Other creditors
191,203
11,300
218,314
1,038,999

The term of the bank loan in the comparative figure expired in November 2023 and the rate of interest charged on the bank loan was 7.2% per annum. Each of the current directors provided a personal guarantee up to the value of £955,000.

 

The bank loan was secured by a fixed and floating charge over the assets of the company.

 

Included in other creditors are balances totaling £179,903 due to a former 50% shareholder of the company. Interest charged during the year amounted to £26,213. This loan is unsecured.

6
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
1,520,820
-
0
Other creditors
-
0
523,191
1,520,820
523,191

Other creditors falling due after more than one year in 2023 related to a loan provided by a company which was a 50% shareholder at the period end. The loan was secured by a fixed charge over the freehold property of the company, classified as stock at the year end. This charge was satisfied during the period as part of the refinancing process.

 

Bank loans relate to a principal loan of £1,491,000 with a loan term of 20 years. Interest is charged at a rate of 2.75% above 3m Term SONIA rate for the first 24 months and then 4.79% above the 3m Term SONIA rate thereafter. The loan is secured by a fixed charge over the freehold property which is included within stock at the year end.

Creditors which fall due after five years are as follows:
2024
2023
£
£
Payable by instalments
1,520,820
-
CLIPSTONE DEVELCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
50
50
0.50
0.50
Ordinary B shares of 1p each
50
50
0.50
0.50
100
100
1.00
1.00

During the prior period 50 Ordinary A shares with a value of 1p each and 50 Ordinary B shares with a value of 1p each were issued.

 

Each share is entitled to one vote in any circumstances. Each share is entitled pari passu to dividend payments or any other distribution. Each share is entitled pari passu to participate in a distribution arising from the winding up of the company.

8
Audit report information

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

The auditor's report was unqualified.

Senior Statutory Auditor:
Darren Hill FCA
Statutory Auditor:
Rayner Essex LLP
Date of audit report:
28 March 2025
9
Related party transactions

Included in stock is £4,200 of management fees paid to a company with common directors who also indirectly held 100% of the issued share capital of the company at the year end. Included in other creditors falling due within one year is £500 due to the same company. There is also a balance of £16,045 included within trade creditors at the year end which is due to the same company.

10
Parent Company

The company was previously jointly controlled by two UK limited companies. From 26 January 2024, the company's sole shareholder has been SSJR Limited.

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