COMPANY REGISTRATION NUMBER:
2001685
|
FILLETED UNAUDITED FINANCIAL STATEMENTS |
|
31 December 2023
Fixed assets
|
Investments |
5 |
|
506,897 |
|
506,897 |
|
|
|
|
|
|
Current assets
|
Debtors |
6 |
1,379,083 |
|
1,465,301 |
|
|
Cash at bank and in hand |
62,133 |
|
3,010 |
|
|
----------- |
|
----------- |
|
|
1,441,216 |
|
1,468,311 |
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year |
7 |
(
681,971) |
|
(
746,921) |
|
|
----------- |
|
----------- |
|
|
Net current assets |
|
759,245 |
|
721,390 |
|
|
----------- |
|
----------- |
|
Total assets less current liabilities |
|
1,266,142 |
|
1,228,287 |
|
|
----------- |
|
----------- |
|
Net assets |
|
1,266,142 |
|
1,228,287 |
|
|
----------- |
|
----------- |
|
|
|
|
|
|
Capital and reserves
|
Called up share capital |
8 |
|
5,250,000 |
|
5,250,000 |
|
Capital contribution |
|
763,566 |
|
763,566 |
|
Profit and loss account |
|
(
4,747,424) |
|
(
4,785,279) |
|
|
----------- |
|
----------- |
|
Total shareholders' funds |
|
1,266,142 |
|
1,228,287 |
|
|
----------- |
|
----------- |
|
|
|
|
|
|
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the profit and loss account has not been delivered.
For the year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
-
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
;
-
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements
.
These financial statements were approved by the
board of directors
and authorised for issue on
6 April 2025
, and are signed on behalf of the board by:
Company registration number:
2001685
|
NOTES TO THE FINANCIAL STATEMENTS |
|
YEAR ENDED 31 DECEMBER 2023
1.
General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 2 Crossways Business Centre, Bicester Road, Kingswood, Aylesbury, Bucks, HP18 0RA.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis.
The financial statements are prepared in sterling, which is the functional currency of the entity.
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
Going concern
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have reviewed the company's forecasts, projections and considered the recoverability of the related party loan and the carrying value of the investment in the balance sheet. Based upon this review and the continued support provided by the directors and group companies, the company therefore continues to adopt the going concern basis in preparing its financial statements.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Investments in participating interests
Investments in participating interests are accounted for at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
Basic financial assets, which include other receivables, loans to fellow group companies and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. Long term intra group loan constitute a finance transaction because they are at a below market rate of interest. Such loans are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At inception the discount is recognised within investments. As the discount unwinds it is credited to the profit and loss account. Basic financial liabilities, which include trade and other payables and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year of less. If not, then they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Distributions to equity holders
Dividends and other distributions to the company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.
4.
Employee numbers
The average number of persons employed by the company during the year amounted to
1
(2022:
1
).
5.
Investments
|
Shares in participating interests |
|
£ |
|
Cost |
|
|
At 1 January 2023 and 31 December 2023 |
1,163,823 |
|
----------- |
|
Impairment |
|
|
At 1 January 2023 and 31 December 2023 |
656,926 |
|
----------- |
|
|
|
Carrying amount |
|
|
At 31 December 2023 |
506,897 |
|
----------- |
|
At 31 December 2022 |
506,897 |
|
----------- |
|
|
6.
Debtors
|
2023 |
2022 |
|
£ |
£ |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
1,377,758 |
1,357,679 |
|
Other debtors |
1,325 |
107,622 |
|
----------- |
----------- |
|
1,379,083 |
1,465,301 |
|
----------- |
----------- |
|
|
|
The debtors above include the following amounts falling due after more than one year:
|
2023 |
2022 |
|
£ |
£ |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
– |
1,357,679 |
|
---- |
----------- |
|
|
|
The loan £1,500,000 due from Hildon Limited was due for repayment on 31 December 2021, but the terms were revised in October 2021 and the loan is now due for repayment on 31 December 2024. It is interest free until 1 January 2020, thereafter interest is charged at a rate of 2% per annum. The loan has been presented in accordance with the requirements of FRS 102. It is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. See also note 10.
7.
Creditors:
amounts falling due within one year
|
2023 |
2022 |
|
£ |
£ |
|
Trade creditors |
– |
87 |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
326,420 |
437,927 |
|
Amounts owed to other related entities |
300,108 |
232,200
|
|
Other creditors |
55,443 |
76,707 |
|
-------- |
-------- |
|
681,971 |
746,921 |
|
-------- |
-------- |
|
|
|
8.
Called up share capital
Issued, called up and fully paid
|
2023 |
2022 |
|
No. |
£ |
No. |
£ |
|
Ordinary shares of £ 0.50 each |
7,500,000 |
3,750,000 |
7,500,000 |
3,750,000 |
|
A Ordinary shares of £ 0.12 each |
12,500,000 |
1,500,000 |
12,500,000 |
1,500,000 |
|
------------ |
----------- |
------------ |
----------- |
|
20,000,000 |
5,250,000 |
20,000,000 |
5,250,000 |
|
------------ |
----------- |
------------ |
----------- |
|
|
|
|
|
9.
Related party transactions
Information about related party transactions and outstanding balances are outlined below: At 31 December 2023 there was an outstanding balance due from Hildon Limited of £1,500,000 (2022: £1,590,000). The loan of £1,500,000 due from Hildon Limited was due for repayment on 31 December 2021, but the terms were revised in October 2021 and the loan is now due for repayment on 31 December 2024. It is unsecured and interest free until 1 January 2020, thereafter interest is charged at a rate of 2% per annum. The loan has been presented in accordance with the requirements of FRS 102. It is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument and included in debtors at an amount of £1,377,758 (2022: £1,357,679). See also note 7.
| Amounts due to entities with control over the company |
169,286 |
169,286 |
| Amounts due to participating interests |
157,133 |
268,641 |
| Amounts due to other related parties |
300,108 |
232,200 |
|
|
|
Amounts due to related parties are unsecured and interest free.
10.
Controlling party
The parent company is BH Holdings Ltd, a company incorporated in Gibraltar.