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Registered number: 15006402













Hanro Property Holdings Limited

Annual report

4 April 2024




 
Hanro Property Holdings Limited
 
 
Company information


Directors
D Barrie (Managing director) 
A Serfontein (Chairman) 
W Rankin 
C Mackness 
L McGill 
V Rankin 
K Reavley




Company secretary
D Barrie



Registered number
15006402



Registered office
Citygate House
Bath Lane

Newcastle Upon Tyne

NE4 5SQ




Independent auditor
UNW LLP
Chartered accountants

Citygate

St James' Boulevard

Newcastle upon Tyne

NE1 4JE




Solicitors
Womble Bond Dickinson (UK) LLP
Helix, The Spark

Draymans Way

Newcastle upon Tyne

NE4 5DE





 
Hanro Property Holdings Limited
 

Contents



Page
Directors' report
 
 
1
Directors' responsibilities statement
 
 
2
Independent auditor's report to the members of Hanro Property Holdings Limited
 
 
3 - 6
Statement of comprehensive income
 
 
7
Balance sheet
 
 
8
Statement of changes in equity
 
 
9
Notes to the financial statements
 
 
10 - 13


 
Hanro Property Holdings Limited
 

 
Directors' report
Period ended 4 April 2024

The directors present their report and the financial statements for the period from incorporation, on 17 July 2023, to 4 April 2024.

Directors

The directors who served during the period and up to the date of approving the financial statements were:

D Barrie (Managing director) (appointed 17 July 2023)
A Serfontein (Chairman) (appointed 17 July 2023)
W Rankin (appointed 4 April 2024)
C Mackness (appointed 4 April 2024)
L McGill (appointed 4 April 2024)
V Rankin (appointed 4 April 2024)
K Reavley (appointed 4 April 2024)

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

UNW LLP were appointed as auditor during the period. Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and UNW LLP will therefore continue in office.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 4 April 2025 and signed on its behalf by:
 





D Barrie (Managing director)
Director

1

 
Hanro Property Holdings Limited
 
 
Directors' responsibilities statement
Period ended 4 April 2024

The directors are responsible for preparing the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

2

 
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Independent auditor's report to the members of Hanro Property Holdings Limited

Opinion


We have audited the financial statements of Hanro Property Holdings Limited ('the company') for the period from incorporation, on 17 July 2023, to 4 April 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 4 April 2024 and of its loss for the period 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.


Basis for opinion


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 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 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.


3

 
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Independent auditor's report to the members of Hanro Property Holdings Limited (continued)

Other information


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 reportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the directors' report for the financial period 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.


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 directors' 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' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.


4

 
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Independent auditor's report to the members of Hanro Property Holdings Limited (continued)

Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 2, 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience and through discussions with the directors and other management (as required by Auditing Standards) and from inspection of the company's legal correspondence and we discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We have communicated identified laws and regulations within
our audit team and remained alert to any indications of non-compliance throughout the audit.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we have assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non compliance could have a material effect on amounts or disclosures in the financial statements, for instan e
through the imposition of fines and litigation. We identified the following areas as those most likely to have such an effect; health and safety, employment law, data protection, environmental law and certain aspects of company legislation, recognising the nature of the company's activities. Auditing Standards limit the required audit procedures to identify non compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we have not become aware of any actual or suspected non-compliance material to the financial statements.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
5

 
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Independent auditor's report to the members of Hanro Property Holdings Limited (continued)



A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Use of our report
 

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 2006Our 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.





David Redhead (Senior Statutory Auditor)
for and on behalf of UNW LLP, Statutory Auditor
Chartered accountants
Newcastle upon Tyne

4 April 2025


6

 
Hanro Property Holdings Limited
 
 
Statement of comprehensive income
Period ended 4 April 2024

2024
£

Profit and loss account
  

Amounts written off investments
  
(101,553)

Loss profit before tax
  
(101,553)

Tax on loss
  
-

Loss for the financial period
  
(101,553)

There was no other comprehensive income for 2024.

The notes on pages 10 to 13 form part of these financial statements.

7

 
Hanro Property Holdings Limited


Balance sheet
At 4 April 2024

2024
Note
£

Fixed assets
  

Investments
 5 
1

  
1

  

Creditors: amounts falling due within one year
 6 
(1)

Net current (liabilities)/assets
  
 
 
(1)

Total assets less current liabilities
  
-

  

Net assets
  
-


Capital and reserves
  

Called up share capital 
  
101,553

Profit and loss account
  
(101,553)

Total equity
  
-


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 were approved and authorised for issue by the board and were signed on its behalf on 4 April 2025.




D Barrie (Managing director)
Director

Company registered number: 15006402
The notes on pages 10 to 13 form part of these financial statements.

8

 
Hanro Property Holdings Limited
 

Statement of changes in equity
Period ended 4 April 2024


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£



Loss and total comprehensive expense for the period
-
-
-
(101,553)
(101,553)

Shares issued on incorporation
1
-
-
-
1

Issue of shares
101,552
-
67,901,033
-
68,002,585

Bonus issue of shares
17,933,401
49,967,632
(67,901,033)
-
-

Capital reduction
(17,933,401)
(49,967,632)
-
-
(67,901,033)


At 4 April 2024
101,553
-
-
(101,553)
-

The notes on pages 10 to 13 form part of these financial statements.

9

 
Hanro Property Holdings Limited
 
 

Notes to the financial statements
Period ended 4 April 2024

1.


General information

Hanro Property Holdings Limited ('the company') is a holding company for its subsidiary undertaking, Hanro Property Limited, and its subsidiaries who together are engaged in the acquisition of commercial investment property for rental and development. 
The company is a private company limited by shares, incorporated in the United Kingdom and registered
in England and Wales. The address of its registered office is given in the company information page of
this annual report.

2.


Statement of compliance

The final statements have been prepared in accordance with Section 1A of Financial Reporting Standard
102 
'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland'
("FRS 102") and the Companies Act 2006.

3.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 the periods presented, unless otherwise stated.

 
3.1

Basis of preparation of financial statements

These financial statements are the company’s separate financial statements. The company is exempt by virtue of Section 399 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the basis that the company, and the group headed by it, qualifies as small within the meaning of the Act. These financial statements therefore present information about the company as an individual undertaking and not about its group.
 
These financial statements are prepared on a going concern basis and under the historical cost convention. They are presented in pounds sterling and rounded to the nearest pound.

 
3.2

Going concern

The company is non-trading and is expected to remain non-trading for at least the twelve months following the approval date of these financial statements.
The company has the financial support of the wider Hanro group which will enable the company to meet its liabilities as and when they may fall due and to carry on its business for at least the next 12 months from the date of these financial statements.

 
3.3

Investments

Investment in subsidiaries
Investments in subsidiary undertakings are stated at cost less amounts written off.

10

 
Hanro Property Holdings Limited
 

 
Notes to the financial statements
Period ended 4 April 2024

3.Accounting policies (continued)

 
3.4

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of
financial assets and liabilities like loans to or from related parties, including fellow group and associated companies. 
Debt instruments are measured initially at the transaction price, and subsequently at amortised cost using the effective interest method. 
At the end of each reporting period, financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account. 


4.


Employees

The company has no employees other than the directors, who did not receive any remuneration.

11

 
Hanro Property Holdings Limited
 
 

Notes to the financial statements
Period ended 4 April 2024

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


Additions
68,002,586


Disposals
(68,002,585)



At 4 April 2024

1



Impairment


Charge for the period
101,552


On disposals
(101,552)



At 4 April 2024

-



Net book value



At 4 April 2024
1

The company acquired the entire issued share capital of Hanro Limited during the period as part of a group reorganisation. The consideration comprised 101,553 Ordinary shares of £1 each issued by the company, the aggregate fair value of which was considered to be £68,002,585 based on the fair value assessment of the shares acquired. The company subsequently disposed of this investment as part of the group reorganisation through a capital reduction demerger. 
The company also acquired the entire issued share capital of Hanro Property Limited during the period for consideration of £1.

12

 
Hanro Property Holdings Limited
 
 

Notes to the financial statements
Period ended 4 April 2024

6.


Creditors: amounts falling due within one year

2024
£

Amounts owed to associated undertakings
1



7.


Related party transactions

During the period, as part of a group reorganisation, the shareholders of Hanro Limited transferred their shares to the company through a share for share exchange.  A bonus issue of shares was then granted to the shareholders in relation to Hanro Limited, which were subsequently cancelled and the related investment in Hanro Limited was transferred to Hanro Holdings Limited, an associated company under common control, by way of a capital reduction demerger.  
The company also acquired the entire issued share capital of Hanro Property Limited from Hanro Limited for consideration of £1 which remains outstanding at the balance sheet date and is included in creditors.

13