Registered number: 15290374
27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
COMPANY INFORMATION
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J A Howarth (appointed 16 November 2023)
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A C Crickmore (appointed 26 March 2024)
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N F Ridley (appointed 26 March 2024)
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
CONTENTS
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Independent auditors' report
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Consolidated statement of profit or loss and other comprehensive income
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Notes to the consolidated financial statements
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the period ended 31 December 2024.
The Group was incorporated on 16 November 2023.
The principal activity of the Group is that of an investment property business.
The Directors who served during the period were:
J A Howarth (appointed 16 November 2023)
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A C Crickmore (appointed 26 March 2024)
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N F Ridley (appointed 26 March 2024)
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Directors' responsibilities statement
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The Directors are responsible for preparing the Directors' report and the consolidated financial statements, in accordance with applicable law.
Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK and the Parent Company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101).
Under company law the Directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing each of the consolidated and Parent Company financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙for the consolidated financial statements, state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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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 and the Group's auditors are 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 and the Group's auditors are aware of that information.
Small companies' exemption note
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In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 14 April 2025 and signed on its behalf.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
We have audited the financial statements of 27 Fleet Street Birmingham Holdco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024 which comprise the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of financial position, the Company statement of financial position, the consolidated statement of cash flows, the consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 16 - 19. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
∙the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2024 and of the Group's profit for the period then ended;
∙the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom;
∙the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Practice; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 Group and the Parent 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
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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 Group's or the Parent 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.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 27 FLEET STREET BIRMINGHAM HOLDCO LIMITED (CONTINUED)
The other information comprises the information included in the annual report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the annual report. Our 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
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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 Group and the Parent 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement on page 1, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 27 FLEET STREET BIRMINGHAM HOLDCO LIMITED (CONTINUED)
Auditors' 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 auditors' 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:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙the nature of the industry and sector, control environment and business performance;
∙results of our enquiries of management about their own identification and assessment of the risks of irregularities;
∙any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
∙identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to timing of revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.
In addition, we considered other laws and regulations that could have an effect on the Group and result in the imposition of financial or other penalties and litigation. 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. These limited procedures did not identify actual or suspected non-compliance.
All matters in relation to non-compliance with laws and regulations and potential fraud risks were communicated to all members of the engagement team and we remained alert to any indications of non-compliance throughout the audit.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF 27 FLEET STREET BIRMINGHAM HOLDCO LIMITED (CONTINUED)
Our procedures to respond to risks identified included the following:
∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙enquiring of management concerning actual and potential litigation and claims;
∙assessing the appropriateness and where appropriate with third parties concerning actual and potential litigation and claims;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙reading minutes of meetings of those charged with governance and correspondence with HMRC;
∙in addressing the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
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.
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 auditors' 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 2006. Our 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 auditors' 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.
Hetal Mistry (senior statutory auditor)
for and on behalf of
Nyman Libson Paul LLP
Chartered Accountants
124 Finchley Road
London
NW3 5JS
14 April 2025
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Total comprehensive income
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Total profit and comprehensive income for the period is attributable to the owners of the parent.
The notes on pages 16 to 31 form part of these financial statements.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
REGISTERED NUMBER: 15290374
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Trade and other receivables
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Cash and cash equivalents
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
REGISTERED NUMBER: 15290374
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 7 to 31 were approved and authorised for issue by the board of Directors and were signed on its behalf by:
The notes on pages 16 to 31 form part of these financial statements.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
REGISTERED NUMBER: 15290374
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Other non-current investments
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Trade and other receivables
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Cash and cash equivalents
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
REGISTERED NUMBER: 15290374
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 7 to 31 were approved and authorised for issue by the board of Directors and were signed on its behalf by:
The notes on pages 16 to 31 form part of these financial statements.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Total attributable to equity holders of parent
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 16 to 31 form part of these financial statements.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 16 to 31 form part of these financial statements.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Change in value of investment property
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Movements in working capital:
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Increase in trade and other receivables
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Increase in trade and other payables
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Increase in deferred revenue
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Payments for investment property
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Net cash used in investing activities
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Cash flows from financing activities
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Proceeds from other loans
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Net cash from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the end of the period
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The notes on pages 16 to 31 form part of these financial statements.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
27 Fleet Street Birmingham Holdco Limited (the 'Company') is a limited company incorporated and domiciled in England and Wales. The Company's registered office is at Office 2, Tweed House, Park Lane, Swanley, England, BR8 8DT. These consolidated financial statements comprise the Company and its subsidiary (collectively the 'Group'). The Group is primarily involved in property rental.
The Group was incorporated on 16 November 2023.
The Group's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). The Company's individual financial statements were prepared in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006.
The financial statements have been prepared under the historical cost convention. Details of the Group's accounting policies, including changes during the period, are included in note 5.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own statement of comprehensive income in these financial statements. The profit or loss for the year is set out in the company statement of changes in equity.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 6.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board ('IASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted on the basis they are not relevant or would not have an impact on the results and net assets of the Group.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Disclosure exemptions - Parent Company individual financial statements
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In preparing its individual financial statements under FRS 101, the Company has taken advantage of the following disclosure exemptions permitted by FRS 101:
∙A statement of compliance with IFRS (a statement of compliance with FRS 101 is provided instead);
∙Additional comparative information for narrative disclosures and information, beyond IFRS requirements;
∙Disclosures in relation to the objectives, policies and process for managing capital;
∙Disclosure of the effect of future accounting standards not yet adopted;
∙Financial Instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures;
∙Details of the valuation techniques and inputs used for fair value measurement of assets and liabilities as per paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
∙the requirements of IAS 7 Statement of Cash Flows and related disclosures; and
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
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Functional and presentation currency
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These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
5.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests.
All financial statements are prepared to 31 December 2024. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
5.Accounting policies (continued)
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
The Group's policy for recognition of revenue from operating leases is described in note 5.3.
The Group as a lessor
Leases are classified operating leases as the terms of the lease do not transfer substantially all the risks and rewards of ownership to the lessee during the lease or at the end of the term.
Rental income from operating leases is recognised on a straight-line basis over the term of the lease, which is in line with satisfaction of the performance obligation to the tenant.
Rent is invoiced and paid quarterly in advance. When rent is received in advance of the corresponding lease quarter, the relevant amount is deferred and recognised as a contract liability.
Finance income is recognised in profit or loss using the effective interest method.
Finance expenses are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
Income tax expense represents the sum of the tax currently payable and deferred tax.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
5.Accounting policies (continued)
The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the consolidated consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
(ii) Deferred tax
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax on investment property
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale. No deferred tax asset is recognised on investment property revaluation losses on the basis that no taxable gains will be available against which the temporary difference can be utilised.
Deferred tax on investments - Company only
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. All of the Group's property interests held under operating leases to earn rentals or for capital appreciation purposes are accounted for as investment properties and are measured using the fair value model. Valuations are undertaken by an independent valuer based on recognised valuation techniques using comparable market data and rental yield. Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period in which they arise.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
5.Accounting policies (continued)
Investments in subsidiaries are initially measured at cost and subsequently measured at fair value through profit and loss. Fair value is deemed to be represented by the net asset position of the subsidiary at the reporting date. Further detail on management's judgements is in Note 6.1. A subsidiary is an entity controlled by the Parent Company, as defined in note 5.1. Fair value gains and losses are taken through profit and loss.
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities held at amortised cost
Financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's obligations are discharged, cancelled, or they expire.
Equity instruments issued by the Parent Company are recorded at the proceeds received, net of direct issue costs.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Accounting estimates and judgments
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The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. It also requires management to exercise judgment in applying the Group's accounting policies. As such, the nature of estimation means that actual outcomes could differ from those estimates. The following are the Company and Group's key sources of estimation uncertainty and judgments:
6.1 Judgments
Valuation of subsidiary
The Company's investment in subsidiary is held at fair value through profit and loss, which is deemed to be represented by the net asset position of the subsidiary at the reporting date. The subsidiary holds the investment property which is measured at market value as detailed in Note 13, plus the borrowings used to fund the purchase. Therefore, management consider the net asset position to be an accurate reflection of fair value, as this would be the anticipated value should the Company sell the subsidiary.
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6.2 Estimates and assumptions
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Investment properties
Investment properties are measured at fair value at the reporting date, with changes in fair value being recognised through profit or loss. The Group engages independent valuers to undertake the annual valuations. The valuation method is based on recognised valuation techniques using comparable market data and rental yield.
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The monthly average number of persons, including the Directors, employed by the Company and Group during the period was as follows:
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Directors did not receive any remuneration during the period.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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The following is an analysis of the Group's revenue for the period from continuing operations:
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Rental income from investment property
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All rent receivable is generated in the United Kingdom.
Futher details on the Group's operating leases are disclosed in Note 21.
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Insurance recharges receivable
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During the period, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Finance income and expense
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Recognised in profit or loss
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Interest on bank deposits
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Other loan interest payable
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Net finance expense recognised in profit or loss
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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12.1 Income tax recognised in profit or loss
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Current tax on profits for the period
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The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to profits for the period are as follows:
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Profit before income taxes
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Tax using the Company's domestic tax rate of 25%
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Fair value losses not deductible for tax purposes
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Expenses not deductible for tax purposes
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Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
12.Tax expense (continued)
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12.2 Deferred tax balances - Parent Company
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The following is the analysis of deferred tax assets/(liabilities) presented in the Company statement of financial position:
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Recognised in profit or loss
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Revaluation on subsidiary investment
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Non-current assets at fair value
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The investment property was valued using rental yield techniques carried out by external independent RICS qualified valuers with recent experience valuing investment properties in the location held by the Group. The loss on revaluation has been included in the profit and loss account.
Rental income from investment property recognised in the consolidated statement of comprehensive income is disclosed in Note 8. Direct operating expenses, including insurances, arising from investment property that generated rental income amounted to £87,058. Direct operating expenses, including insurances, arising from investment property that did not generate rental income amounted to £Nil.
If the investment property had been accounted for under historic cost rules, the net book value of the property would have been £47,449,926, being the original purchase cost of £47,929,218, less accumulated depreciation of £479,292.
Leasing arrangements of the investment property is disclosed in Note 21.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Investments in subsidiary measured at fair value through profit and loss
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Details of the Group's subsidiaries at the end of the reporting period are as follows:
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1) 27 Fleet Street Birmingham Limited
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The address of the registered office for the subsidiary is Office 2, Tweed House, Park Lane, Swanley, BR8 8DT.
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Trade and other receivables
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Total trade and other receivables
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Receivables from related parties
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Total trade and other receivables
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Total current trade and other payables
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Total current trade and other payables
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Cash received in advance and not recognised as revenue during the period
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Contract liabilities arise from the Group's rental contract on its investment property. Rent is invoiced quarterly, therefore contract liabilities are recognised when rents are received in advance of the corresponding lease quarter.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Other loans due in more than 5 years
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Total loans and borrowings
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Total loans and borrowings
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Total loans and borrowings are secured on fixed and floating charges against the investment property.
Other loans comprise senior debt, and interest is charged on this debt at a fixed rate of 7.00% per annum. The senior debt is repayable in full in December 2030 and will not be repaid by installments.
The mezzanine facility is repayable in quarterly installments and shall be repaid in full on the earlier of December 2030 or immediately following written demand by the lender. The facility is correspondingly classified as a current liability. No interest is charged on the mezzanine facility.
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Ordinary shares of £1.00 each
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
19.Share capital (continued)
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Ordinary shares of £1.00 each
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Ordinary shares were issued on 16 November 2023.
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Retained earnings
Retained earnings comprise cumulative net gains and losses recognised in the statement of other comprehensive income.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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(i) Operating leases - lessor
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The Group holds one investment property which is leased to one tenant under an operating lease, with rentals payable quarterly. Income from operating leases where the Group is a lessor is recognised in revenue on a straightline basis over the lease term and is disclosed in Note 8.
Lease payments are subject to RPI increases every 5 years, however there are no other variable lease payments that depend on an index or rate. Where considered necessary to reduce credit risk, the Group might obtain bank guarantees for the term of the lease.
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The following table summarises the undiscounted lease payments receivable after the reporting date.
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Between one and two years
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Between two and three years
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Between three and four years
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Between four and five years
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Total undiscounted lease payments
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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The Group holds the following financial instruments:
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Financial assets held at amortised cost
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Trade and other receivables
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Cash and cash equivalents
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Financial liabilities held at amortised cost
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Secured loans and borrowings
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Risk management
The Board has overall responsibility for the determination of the Group's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Trade receivables are managed in respect of both credit and cash flow risk by policies concerning the credit offered to its tenant and the regular monitoring of amounts for both time and credit limits.
Interest risk
The Group is not exposed to interest rate risk as its long-term borrowings are issued at fixed rates and are not dependent on base rate fluctuations.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its loans and borrowings. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. Liquidity risk on borrowings is also reduced through having fixed interest rates. The Board prepares 12 month cash flow projections as well as quarterly funds flow analyses to assist in enforcing its policy. At the end of the financial year, these forecasts indcated that the Group expects to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.
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27 FLEET STREET BIRMINGHAM HOLDCO LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Related party transactions
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During the year, the Company paid asset management fees of £150,000 to a company under common control. At the reporting date, £45,000 was payable to the company and is included within trade payables.
Balances and transactions between the Company and its subsidiary, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
The parent Company and its subsidiary are under the control of J A Howarth, a Director of all group undertakings.
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The Group's objectives when managing capital are to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for stakeholders.
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The Group's capital structure comprises long-term borrowings, retained earnings and share capital.
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The Group is subject to a Loan to Value (LTV) ratio requirement on its non-current borrowings. The quantum of its senior debt facility has been set at 70% of the value of the investment property, translating to a 70% LTV. It ensures it meets this requirement through regular monitoring of the Group's capital and by making periodic capital repayments if required in order to maintain the LTV ratio.
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The Group has complied with these requirements throughout the period ended 31 December 2024.
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