Registered number: 11974748
NORTH KENSINGTON GATE LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JUNE 2024
|
NORTH KENSINGTON GATE LIMITED
REGISTERED NUMBER: 11974748
BALANCE SHEET
AS AT 30 JUNE 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
|
NORTH KENSINGTON GATE LIMITED
REGISTERED NUMBER: 11974748
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 April 2025.
The notes on pages 3 to 12 form part of these financial statements.
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
North Kensington Gate Limited (the "Company") is a private company limited by share capital, incorporated under the UK Companies Act 2006 and domiciled in England. The address of the Company's registered office is Regina House, 124 Finchley Road, London, NW3 5JS.
2.Accounting policies
|
|
Summary of significant accounting policies
|
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all reporting periods presented, unless otherwise stated.
|
|
Basis of preparation of financial statements
|
The financial statements of the Company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the UK Companies Act 2006.
The preparation of financial statements in conformity with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.
Details of those estimates and/or judgments made in applying the Company's accounting policies towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements.
|
|
Functional and presentational currency
|
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company and the currency in which the financial statements are presented (the "presentational currency") is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.
In assessing whether the going concern basis remains appropriate for the preparation of the Company's financial statements, the directors have reviewed the Company’s principal and emerging risks, access to funding and liquidity position and the Company's performance up to the date these financial statements were approved and expected performance over the 18 months following the balance sheet date.
The directors at the time of approving the financial statements consider the following matters to be of significance with respect to their assessment of the Company's going concern status:
Financial independence
At both the balance sheet date and date on which these financial statements were approved, the Company was dependent on the continued financial support of third party lenders to provide working capital in order for the Company to continue trading and complete construction of its ongoing property development project.
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
|
|
Going concern (continued)
|
The directors are of the opinion that as of the date these financial statements were approved the Company would remain financially dependent on its lenders until such time the Company is able to complete and realise income on its property development project.
In preparing these financial statements the directors, having reviewed the financial performance and position of the Company up to the date these financial statements were approved, are of the opinion that:
∙the expected market value on completion of the Company's construction project is forecasted to be in excess of both costs incurred to date and borrowings payable to its lenders;
∙the Company shall have adequate financial resources available at its disposal to meet its operational cashflow requirements; and
∙no such event of default is expected to transpire in which the Company would be in breach of the terms of those loan finance arrangements it was party to, as of the date these financial statements were approved, and subsequently be required to immediately repay its borrowings.
While there will always remain an inherent uncertainty, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern and therefore consider it both appropriate to continue to adopt the going concern basis in preparing the Company's financial statements and to not recognise any adjustments in the financial statements that would arise if the going concern basis were to become no longer appropriate.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Interest payable comprising of the interest on loans issued at market rates and amortisation on net present value discounting of financing transactions is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the reporting period in which they are incurred except where borrowing costs are in respect of borrowings undertaken towards the development and construction of specific fixed assets and/or stocks. Such borrowing costs are capitalised as part of the total cost of the specific asset and subsequently released on depreciation, impairment and/or disposal.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Taxation comprises of corporate taxation ("current taxation") and deferred taxation recognised solely in profit or loss.
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date where taxable income is generated by the Company through its business operations.
The Company is subject to taxation at the rate enacted by HM Revenue & Customs in respect of property investment activities undertaken in the United Kingdom.
Following 1 April 2023, the UK corporation tax rate originally at 19% became 25% (i.e. main rate) for annual taxable profits above £250,000 and 19% (i.e. small profits rate) for annual taxable profits below £50,000. Where annual taxable profits fall between £50,000 and £250,000, corporation tax at the main rate is reduced by marginal relief will apply.
All such liabilities in respect of UK current taxation payable are provided for as soon as there is a reasonable certainty that a liability will crystallise. The Company did not undertake any other activities in any other country.
Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date expected to apply when the related deferred tax asset/liability is realised/settled.
Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised.
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Investment property comprises of property held by the Company to earn income or for capital appreciation, or both.
Investment property is initially recognised at purchase cost plus directly attributable acquisition expenses and subsequently held at fair value except for investment property under the course of construction or re-development as at the balance sheet date which are subsequently held at cost until such time as construction or re-development is complete.
Investment properties are not depreciated.
Gains and losses arising from changes in fair value are recognised in profit or loss during the period in which they arise.
Purchases and sales of investment property are recognised when contracts have been unconditionally exchanged and the significant risks and rewards of ownership have been transferred.
An investment property is derecognised for accounting purposes upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value) is recognised in profit or loss in the period the asset is derecognised.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised upon the Company becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the Company’s obligations are discharged, cancelled or expired.
The measurement of specific financial assets, financial liabilities and equity held by the Company is as outlined in notes 2.11 to 2.14 of the financial statements.
Debtors are initially measured at transaction price (i.e fair value) and subsequently held, at transaction price less provision for impairment.
|
|
Cash and cash equivalents
|
Cash balances are reported by the Company as being financial instruments classified as short term receivables and are represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours and subject to an insignificant risk of changes in value. Cash balances are held at floating interest rates linked to UK bank rates.
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Creditors, except the following noted below, are initially measured and subsequently held at transaction price.
Other loans issued at market rates are initially measured at fair value and subsequently held at amortised cost using the effective interest method.
Other loans originating from an arrangement that is a financing transaction, such as shareholder loans issued at below market rates, are initially measured at the present value of the future cash payments discounted at a market rate of interest and subsequently measured at amortised cost using the effective interest method with the interest expense recognised on an effective yield basis.
Ordinary share capital, shown in equity, is initially measured and subsequently held at its nominal value. Where the transaction price for issued shares exceeds their nominal value, the difference is shown under equity in a share premium account with any directly attributable transaction costs associated with the issuing of said shares deducted from said share premium account.
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In the application of the Company's accounting policies towards the preparation of the Company's financial statements, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Although the expected outcome of said estimates and assumptions will, by definition, seldom equal the related actual results; estimates and judgments made are continually reevaluated and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The judgments, estimates and assumptions that are considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below:
Impairment of debtors
∙When assessing the recoverable value of debtors, the directors consider a variety of factors including the ageing profile of the debt, historical and market experience with the debtor and the quality of communications to date. In preparing these financial statements, the directors were of the opinion that no indication of a material impairment was present which would warrant the recognition of a provision to be made as at the balance sheet date.
Present value of financing transactions
∙Loans provided at less than market value, in accordance with Financial Reporting Standard 102, are classified as financing transactions and determination of the present (i.e. fair) value requires assumptions (thereby yielding uncertainty) to be made regarding the timing of future cash flows as well as the estimation of the discount (i.e. effective interest) rate to be applied in reflecting the time value of money.
∙In preparing the financial statements, the discount rate used is based on management's judgment of a suitable market rate of interest by reference to readily available market information for similar loans where this is an active market and other readily available information for similar loans where there is no active market.
|
|
|
The average monthly number of employees, including directors, during the year was 0 (2023 - 0).
In accordance with UK legislation, certain office holders (i.e. registered company directors or secretaries) of the Company are not employees of the Company on the grounds that they are not party to a contract with the Company that meets the criteria for status of an employee.
|
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
|
Property under construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
Falling due within one year
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
Other debtors falling due within one year are interest free and, in the opinion of the directors, of a fair value not materially different to their carrying value.
At the balance sheet date, the provision for impairment against debtors falling due within one year was £nil (2023: £nil).
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans of £52,053,673 (2023: £18,158,312) are secured by way of a legal mortgage over the investment property held by the Company for re-development and a floating charge over all present and future assets of the assets of the Company.
Other loans of £15,642,468 (2023: £14,277,046) are interest-free and recognised at their discounted present value using an estimated effective market rate of interest of 9.561% per annum in accordance with the requirements of Section 11.13 of Financial Reporting Standard 102. The timing and amount of repayment in respect of the loans is dependent on the preliminary repayment of senior loan finance on or before 20 December 2025.
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Company held no financial instruments that would require specific disclosure under sections 1.12, 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of Schedule 1 to the Companies Act 2006.
Other reserves
Other reserves of £2,296,162 (2023: £3,661,224) are non-distributable and represent the unamortised equity component of financing transactions at their discounted net present value.
Profit and loss account
The profit and loss account of £(1,081,317) (2023: £(759,591)) includes all current and prior period retained profits and (losses) net of amounts distributed as dividends to equity shareholders.
|
Related party transactions
|
|
The Company has taken advantage of exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the Company and its wholly-owned subsidiary undertakings.
During the reporting period, the Company entered into the following transactions with companies under common control:
∙Provision of management services to the Company to the value of £361,008 (2023: £180,504); and
∙Interest payable by the Company of £Nil (2023: £173,919) in respect of amounts owed.
During the reporting period, the Company maintained loan relationships with the following companies connected by virtue of common control. Amounts owed are interest bearing and secured, as outlined in notes 8 and 9 unless indicated otherwise, and repayable following completion and realisation of income on the Company's property development project and first repayment of secured senior loan creditors. At the balance sheet date amounts owed to the loan relationships were as follows:
2024 2023
£ £
NKGH Limited*^ 4,393,630 4,393,630
Housing Growth Partnership III LP*^ 13,545,000 13,545,000
* Non-interest bearing and unsecured.
^ Balance reported in the table is the loan at its transaction price. The loan is recognised in the balance sheet at its discounted present value in accordance with the requirements of FRS 102 (see notes 2.13 and 9).
At the balance sheet date, City and Docklands Management Limited owed the Company £200,061 (2023: £175,677) in respect of a non-interest bearing and unsecured loan account that is repayable on demand with no fixed date for repayment.
|
|
NORTH KENSINGTON GATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
North Kensington Gate HGP Limited is the parent undertaking of the smallest group to consolidate these financial statements. The registered office of North Kensington Gate HGP Limited is located at Regina House, 124 Finchley Road, London, NW3 5JS.
Copies of consolidated group financial statements for North Kensington Gate HGP Limited are not publicly available on the grounds of exemptions available under sections 383 and 399 of the Companies Act 2006 as North Kensington Gate HGP Limited and its subsidiary undertakings, both individually and on consolidation, are subject to the small companies regime.
The auditors' report on the financial statements for the year ended 30 June 2024 was unqualified.
|
In their report, the auditors emphasised the following matter without qualifying their report:
∙The existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern and note 2.4 of the financial statements which explained the directors' basis in light of this uncertainty for continuing to adopt the going concern basis in preparing the Company's financial statements.
|
The audit report was signed on 4 April 2025 by Richard Paul (senior statutory auditor) on behalf of Nyman Libson Paul LLP.
|