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REGISTERED NUMBER: 08005542 (England and Wales)















Financial Statements for the Year Ended 31 March 2024

for

Victoria Square Woking Limited

Victoria Square Woking Limited (Registered number: 08005542)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Abridged Balance Sheet 2

Notes to the Financial Statements 3


Victoria Square Woking Limited

Company Information
for the Year Ended 31 March 2024







DIRECTORS: C G Taylor
J Vandevivere
Mrs. J M Wynne
P J Goulding



SECRETARIES: P L Hearn
Elemental Cosec Limited



REGISTERED OFFICE: 27 Old Gloucester Street
London
WC1N 3AX



REGISTERED NUMBER: 08005542 (England and Wales)



AUDITORS: WHR Accountants Ltd
Chartered Certified Accountants
Statutory Auditors
56 English Street
Armagh
Co. Armagh
BT61 7LG



SOLICITORS: Anderson Strathern LLP
1 Rutland Court
Edinburgh
EH3 8EY

Victoria Square Woking Limited (Registered number: 08005542)

Abridged Balance Sheet
31 March 2024

31.3.24 31.3.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 356,875 373,107
Investments 5 2 2
Investment property 6 151,150,809 142,469,282
151,507,686 142,842,391

CURRENT ASSETS
Debtors 7 29,660,978 27,595,007
Cash at bank 6,127,430 2,341,311
35,788,408 29,936,318
CREDITORS
Amounts falling due within one year 40,369,328 22,127,546
NET CURRENT (LIABILITIES)/ASSETS (4,580,920 ) 7,808,772
TOTAL ASSETS LESS CURRENT LIABILITIES 146,926,766 150,651,163

CREDITORS
Amounts falling due after more than one year 704,630,992 690,952,918
NET LIABILITIES (557,704,226 ) (540,301,755 )

CAPITAL AND RESERVES
Called up share capital 30,000 30,000
Retained earnings (557,734,226 ) (540,331,755 )
(557,704,226 ) (540,301,755 )

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

All the members have consented to the preparation of an abridged Income Statement and an abridged Balance Sheet for the year ended 31 March 2024 in accordance with Section 444(2A) of the Companies Act 2006.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2025 and were signed on its behalf by:




C G Taylor - Director



P J Goulding - Director


Victoria Square Woking Limited (Registered number: 08005542)

Notes to the Financial Statements
for the Year Ended 31 March 2024

1. STATUTORY INFORMATION

Victoria Square Woking Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling (£), which is also the functional currency of the company.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful
life.

Long leasehold - 2% on cost
Plant & machinery - 25% on cost
Fixtures & fittings - 25% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Investment property
Investment property is shown at the most recent professional valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit and loss account.

Investment properties were valued at 31 March 2024 on the basis of completion value. This is reflected in the 2024 financial statements, which includes estimated costs of completion post year end of £15,799,192.

In September 2021 the company entered into short term leases of 25-years with Victoria Square Residential Limited and VSW Hotel Limited in relation to its residential towers and hotel respectively.

Tenant Allowances and Capital Contributions
Other debtors include the accumulation of rent free period allowances and capital contributions which are released to the income statement over the life of the lease.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Victoria Square Woking Limited (Registered number: 08005542)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Basic financial instruments are recognised at amortised cost.

The directors consider that loans to and from group participating undertakings are basic financial instruments and are not included at fair value. The company has no non-basic financial instruments.

Revenue recognition
Revenue is recognised when the sales contract or grant of the lease becomes unconditional.

Rents in respect of assets held as investment properties are recognised over the term of the leases not exceeding 25 years on a straight line basis.

Interest payable
Interest is accounted for in the financial year however due to the debt standstill agreement with Woking Borough Council it remains unpaid.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2023 - 1 ) .

4. TANGIBLE FIXED ASSETS
Totals
£   
COST
At 1 April 2023 424,933
Additions 4,574
At 31 March 2024 429,507
DEPRECIATION
At 1 April 2023 51,826
Charge for year 20,806
At 31 March 2024 72,632
NET BOOK VALUE
At 31 March 2024 356,875
At 31 March 2023 373,107

5. FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:
Totals
£   
COST
At 1 April 2023
and 31 March 2024 2
NET BOOK VALUE
At 31 March 2024 2
At 31 March 2023 2

Victoria Square Woking Limited (Registered number: 08005542)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

5. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Victoria Square Residential Limited

Registered office: 27 Old Gloucester Street, London, England, WC1N 3AX.

Nature of business: Residential lettings

Class of Shares: Ordinary



VSW Hotel Limited

Registered office: 27 Old Gloucester Street, London, England, WC1N 3AX.

Nature of business: Hotel

Class of Shares: Ordinary

6. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 April 2023 663,462,762
Additions 16,163,134
At 31 March 2024 679,625,896
DEPRECIATION
At 1 April 2023 520,993,480
Impairments 7,481,607
At 31 March 2024 528,475,087
NET BOOK VALUE
At 31 March 2024 151,150,809
At 31 March 2023 142,469,282

Investment properties were valued at 31 March 2024 on the basis of completion value. The value in the balance sheet is based upon the following; the valuation of £166,950,000 less the estimated costs of completion post year end of £15,799,192. The estimated costs of completion are based upon the directors' calculations, but could be subject to inflationary pressures in the current economic climate.

7. DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.3.24 31.3.23
£    £   
Other debtors 20,541,238 20,870,976

Victoria Square Woking Limited (Registered number: 08005542)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

8. SECURED DEBTS

The following secured debts are included within creditors:

31.3.24 31.3.23
£    £   
Woking Borough Council Loan 714,416,562 700,872,587

The company has a revolving facility agreement with Woking Borough Council to provide development loan finance with a limit of £745 million. The facility agreement is currently subject to a debt standstill agreement to 31 March 2026.

The loan facility is secured on freehold properties that are included in investment properties at market value of £151,150,809.

Interest on the various loans is calculated on Public Works Loan Board rates.

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.


We draw attention to Note 15 in the financial statements, which indicates that the company incurred a net loss of £17,402,471 during the year ended 31 March 2024 and, as of that date, the company's current liabilities exceeded its total assets by £557,704,226. As stated in Note 15, these events or conditions, along with other matters as set forth in Note 15, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


UK Corporate Governance Code

Our evaluation of the directors assessment of the company's ability to continue to adopt the going concern basis of accounting included:
-Discussions with directors.
-Communication with Woking Borough Council.
-Review of all financial information available to us as the auditors.

In relation to the company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors' considered it appropriate to adopt the going concern basis of accounting and the directors' identification in the financial statements of the material uncertainty related to the company's ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements.

James Robinson (Senior Statutory Auditor)
for and on behalf of WHR Accountants Ltd

10. CONTINGENT LIABILITIES

As a result of storm damage in December 2024, issues were identified with some cladding panels attached to the hotel building requiring repair and replacement by the contractor who the company believes has full financial responsibility for this work. The cladding issue is subject to ongoing review with legal and engineering experts and the company does not believe there is any potential future liability to the company at this time.

11. CAPITAL COMMITMENTS
31.3.24 31.3.23
£    £   
Contracted but not provided for in the
financial statements - -

Victoria Square Woking Limited (Registered number: 08005542)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

12. RELATED PARTY DISCLOSURES

During the year the company paid a group company, Moyallen Developments Limited, development management fees totalling £1,080,000 (2023 -£335,493).

An amount of £64,213 is due from Moyallen Developments Limited at period ended 31 March 2024.

Woking Borough Council acquired Moyallen Holdings Limited's remaining interest in Victoria Square Woking Limited on 25 April 2024.

13. POST BALANCE SHEET EVENTS

As a result of Woking Borough Council's acquisition of Moyallen Holdings Limited's remaining interest in Victoria Square Woking Limited on 25 April 2024, Woking Borough Council became the Ultimate Controlling Party of the company.

14. ULTIMATE CONTROLLING PARTY

Woking Borough Council is regarded by the directors as being the company's ultimate parent entity.

Woking Borough Council prepares group accounts and their registered office is Civic Offices, Gloucester Square, Woking, Surrey, GU21 6YL.

15. GOING CONCERN

The company has reported a loss of £17,402,471 for the year ended 31 March 2024 and at that date, the company's liabilities exceeded its total assets by £557,704,226.

The company meets its day to day working capital requirements through the support of its lender Woking Borough Council. Woking Borough Council has committed to make funds available as liabilities fall due until 31 March 2026. Thereafter, the continuation of additional funding to meet Victoria Square Woking Limited's further liabilities is subject to further approval from Woking Borough Council.

The directors have sought to mitigate any perceived operational and funding risks by:

* Ensuring the project achieved practical completion by October 2024.
* Continuing to engage and co-operate with Woking Borough Council.
* Seeking further support assurances from Woking Borough Council into the future.

There is a material uncertainty related to events or conditions, which may cast significant doubt on the company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. However, having considered the circumstances outlined above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in the preparation of the financial statements.