Registered number: 12588167
SKY-HOUSE CO. (WHITE ROSE) LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2024
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
REGISTERED NUMBER: 12588167
BALANCE SHEET
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
REGISTERED NUMBER: 12588167
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 April 2025.
The notes on pages 3 to 11 form part of these financial statements.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Sky-House Co. (White Rose) Limited is a private company limited by shares, incorporated in England and Wales (registered number: 12588167). Its registered office is Hope Works 25 Mowbray Street, Sheffield, England, S3 8EL. The principal activity of the Company throughout the year continued to be that of management of real estate on a fee or contract basis.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 Company's functional and presentation currency is pounds sterling.
The following principal accounting policies have been applied:
At the reporting date, the Company's liabilities exceeded its assets by £130,011.
This position is not unusual within the house-building sector, where significant costs are incurred upfront in the development cycle, prior to the recognition of revenue from completed unit sales.
The Directors have assessed the Company’s ability to continue as a going concern and believe the Company remains viable. Since the year-end, unit completions have begun to generate positive cash flows and contribute to the Company’s profitability. The Directors remain confident that the developments, once completed, will be profitable and cash generative overall.
This assessment is based on the assumption that the Company’s existing funding arrangements will remain in place until the developments become cash generative and return the Company to profitability. While formal confirmation of ongoing support has not been obtained, the Directors believe that relationships with both private and institutional lenders remain strong, with all parties aligned in their commitment to the successful completion of the ongoing developments.
Based on this assessment, the Directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Housing developments - work in progress:
House developments in progress are valued at the lower of cost and net realisable value in accordance with FRS 102. Cost includes direct expenditure incurred on the development, along with any identifiable overheads that can be directly attributed to the project. Net realisable value represents the estimated selling price of the development, less the costs required to complete the project and any necessary selling expenses. At each reporting date, work in progress is reviewed for impairment, and if the carrying amount exceeds the net realisable value, a provision is made to write down the value accordingly.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Basic financial instruments
Basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
Non-basic financial instruments
Other financial liabilities measured at amortised cost include loan notes that incorporate an embedded derivative. The embedded derivative grants the holder an option to acquire residential properties upon completion at a pre-agreed price as an alternative to cash settlement. In accordance with Section 12 'Other Financial Instruments' of FRS 102, a fair value adjustment will be recognised in the profit and loss account upon exercise of the option or when the risks and rewards of ownership transfer to the holder of the loan notes.
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Current and deferred taxation
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Tax is recognised in the Statement of Income and Retained Earnings.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The Company makes estimates and assumptions concerning the future. As a result, accounting estimates will seldom equal the actual outcomes. The estimates and assumptions that involve the greatest level of uncertainty are addressed below:
Housing developments - work in progress:
The valuation of work in progress at the year-end requires a degree of estimation, particularly in determining net realisable value. This involves assessing the estimated selling price of developments, considering current market conditions, and deducting the expected costs to complete and sell the properties. Management exercises judgement in evaluating these factors, including assumptions about future sales prices, demand levels, and potential changes in construction costs. Any changes in these
estimates could impact the carrying value of work in progress and the corresponding financial statements.
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The average monthly number of employees, including directors, during the year was 4 (2023 - 4).
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Charge for the year on owned assets
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Housing developments - work in progress
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Other loans totalling £1,000,000 (2023: £1,000,000), included in creditors due within one year, are secured by a legal mortgage and fixed charge over all buildings, fixtures, fittings, and the Chargor's rights and claims under all insurance policies. The loan was fully repaid after the reporting date, with the associated charge satisfied on 20 February 2025.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Creditors: Amounts falling due after more than one year
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Other loans of £NIL (2023: £1,000,000), included in creditors falling due after more than one year, are secured by a legal mortgage and fixed charge over all buildings, fixtures, fittings, and the Chargor's rights and claims under all insurance policies. The associated charge was satisfied on 20 February 2025.
Other loans of £14,565,744 (2023: £6,136,729) included in creditors falling due after more than one year above are secured by way of a legal mortgage over the property, an assignment of proceeds from disposals and insurance claims related to the charged assets, an assignment of property rights, and a fixed charge over any plant and machinery affixed to the property.
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Non-basic financial instruments
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Other financial liabilities measured at amortised cost
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Other financial liabilities measured at amortised cost include loan notes with an embedded derivative. This derivative provides the option to acquire residential properties upon completion at a pre-determined price in lieu of cash repayment. However, as the option was not exercised and the risks and rewards of ownership did not transfer to the lender, no transactions occurred during the year that would require a fair value adjustment through the profit and loss account, in accordance with Section 12 'Other Financial Instruments' of FRS 102.
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Charged to profit or loss
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
11.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Losses and other deductions
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Related party transactions
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Welburn Estates Ltd is considered a related party by virtue of common directorship and ownership.
During the year, the Company made purchases from Welburn Estates Ltd totaling £3,453 (2023: £5,820). At the reporting date, the amount payable to Welburn Estates Ltd was £NIL (2023: £NIL).
St Bride's White Rose Residential L.P. is considered a related party by virtue of its control over the Company as a result of the holding of loan notes, and therefore its ability to influence the financial and operating policies of the Company through its financial interest. At the reporting date, the balance outstanding between the Company and St Bride's White Rose Residential L.P. was £14,565,744 (2023: £6,136,729). During the year, interest of £603,095 (2023: £254,877) was charged on the outstanding balance.
All transactions with the related parties were conducted on an arm’s length basis.
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The ultimate parent company of Sky-House Co. (White Rose) Limited is Sky-House Co. Limited, by virture of its 100% ownership of the share capital of the Company.
The registered address of Sky-House Co. Limited is Hope Works 25 Mowbray Street, Sheffield, England, S3 8EL.
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SKY-HOUSE CO. (WHITE ROSE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
The auditors' report on the financial statements for the year ended 31 March 2024 was qualified.
The qualification in the audit report was as follows:
Basis for qualified opinion
We were appointed as auditors of the Company for the year ended 31 March 2024 and, therefore, did not observe the work in progress attributable to the housing developments at the beginning of the period. We were unable to satisfy ourselves, through alternative means, regarding the existence of work in progress as at 31 March 2023. As opening work in progress affects the determination of financial performance and cash flows, we were unable to determine whether any adjustments might have been necessary in respect of the profit reported in the statement of comprehensive income.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 qualified opinion.
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that as at 31 March 2024, the Company’s liabilities exceeded its assets by £130,011. As stated in note 2.2, this position is not uncommon in the house-building sector, where significant development costs are incurred in advance of unit sales. The note also explains that while the Directors believe the Comapny remains viable and that the developments will ultimately be profitable, the assessment of going concern is dependent on continued support from existing funding providers, for which formal confirmation has not been obtained. These circumstances indicate the existence of a material uncertainty 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.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other matters
The financial statements of the Company for the year ended 31 March 2023 were not audited as a result of the previously available exemption under s477 of the Companies Act 2006.
The audit report was signed on 3 April 2025 by Malcolm Pope BA FCA (Senior Statutory Auditor) on behalf of Shorts Chartered Accountants.
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