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REGISTERED NUMBER: 02598880 (England and Wales)















UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2024

FOR

COUNTERPOINT PROPERTIES LIMITED

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


COUNTERPOINT PROPERTIES LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 JULY 2024







DIRECTORS: G C Burrows
A J M Burrows
Ms V A D'Cruz
A R D'Cruz





SECRETARY: A J M Burrows





REGISTERED OFFICE: 20 Harcourt Street
London
London
W1H 4HG





REGISTERED NUMBER: 02598880 (England and Wales)





ACCOUNTANTS: William Evans & Partners
20 Harcourt Street
London
W1H 4HG

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

BALANCE SHEET
31 JULY 2024

2024 2023
Notes £    £   
FIXED ASSETS
Tangible assets 4 12,186 18,618
Investments 5 281,500 281,500
293,686 300,118

CURRENT ASSETS
Stocks 11,204,326 11,145,979
Debtors 6 1,151,875 1,216,605
Cash at bank 77,217 26,606
12,433,418 12,389,190
CREDITORS
Amounts falling due within one year 7 (328,736 ) (3,518,941 )
NET CURRENT ASSETS 12,104,682 8,870,249
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,398,368

9,170,367

CREDITORS
Amounts falling due after more than one
year

8

(6,546,359

)

(2,678,244

)
NET ASSETS 5,852,009 6,492,123

CAPITAL AND RESERVES
Called up share capital 10 4,264,413 4,264,413
Preference Shares 11 1,310,552 1,310,552
Other reserves 11 565,769 611,051
Retained earnings 11 (288,725 ) 306,107
SHAREHOLDERS' FUNDS 5,852,009 6,492,123

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 July 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 July 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

BALANCE SHEET - continued
31 JULY 2024


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 May 2025 and were signed on its behalf by:





Ms V A D'Cruz - Director


COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

1. STATUTORY INFORMATION

Counterpoint Properties Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's principal place of business is 34 The Drive, Bognor Regis, PO21 4DU

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis as the directors anticipate future profitability and the bank, together with the parent company, will continue to provide financial support to allow the company to meet its liabilities as they fall due.

Preparation of consolidated financial statements
The financial statements contain information about Counterpoint Properties Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates
The directors have made the following key judgements:

- the classification of property which is held for either sale or development while being rented out as stock;
- the market rate of interest for a similar debt instrument in order to calculate the capital contribution of the loan from the parent entity; and
- the discount rate used to calculate the equity element of the non-redeemable and non-discretionary preference shares.

Turnover
Turnover is recognised at the fair value of the consideration receivable for sale of property and services provided in the normal course of business, net of value added tax. In the case of property sales, turnover is recognised at the date of exchange of properties. Turnover in respect of services provided is taken appropriate to the stage of completion when the outcome of the contract can be assessed with reasonable certainty.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Plant and machinery - 25% on cost
Motor vehicles - 25% on cost
Computer equipment - 25% on cost

Stocks
Stocks relate to land and property held for development. Stocks are valued at the lower of cost and net realisable value. Cost includes original purchase price and costs directly attributable to the redevelopment of land and property.

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost. The company has no financial assets nor liabilities which are measured at fair value through profit or loss.

Trade and other debtors are recognised and carried forward at invoiced amounts less provision for any doubtful debts. Bad debts are written off when identified.

Cash and cash equivalents comprise of cash at bank and in hand, and are included in the balance sheet at cost.

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate method.

Preference shares have been issued. The company adopts split accounting for these compound financial instruments, in accordance with Section 22 of FRS 102. This involves separating the compound financial instrument into its separate components on initial recognition. The liability element is held as a non-current liability. Dividends are accrued in accordance with the terms of the preference share. These can only be paid when the company has sufficient distributable reserves to do so. Interest is accrued on any unpaid dividends and is held as a non-current liability.

Loans provided by the parent entity which are considered to be below market rate are deemed to include a capital contribution received from the parent company. Upon receipt of the loan, the initial loan balance is recognised at the present value of the expected cashflow discounted at the market rate of interest for a similar debt instrument. The difference between the present value and the loan amount is recognised as a capital contribution within other reserves in equity. Subsequently the loan is measured at amortised cost at the effective rate of interest. Each subsequent year a transfer is made between other reserves and retained earnings equivalent to the affective interest charge.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Other income
Other income relates to rents receivable from the letting of property within stock, net of value added tax. Rent receivable is recognised on a straight line basis over the life of the lease.

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024

2. ACCOUNTING POLICIES - continued

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less provision for diminution in value.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2023 - 4 ) .

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 August 2023 40,273
Disposals (250 )
At 31 July 2024 40,023
DEPRECIATION
At 1 August 2023 21,655
Charge for year 6,182
At 31 July 2024 27,837
NET BOOK VALUE
At 31 July 2024 12,186
At 31 July 2023 18,618

5. FIXED ASSET INVESTMENTS
Other
investments
£   
COST
At 1 August 2023
and 31 July 2024 281,500
NET BOOK VALUE
At 31 July 2024 281,500
At 31 July 2023 281,500

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 16,678 7,719
Amounts owed by group undertakings 1,135,197 1,202,731
Other debtors - 6,155
1,151,875 1,216,605

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts 41,272 2,884,809
Trade creditors 8,957 55,494
Amounts owed to group undertakings 100 100
Taxation and social security 2,665 4,588
Other creditors 275,742 573,950
328,736 3,518,941

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Bank loans 4,152,206 428,381
Other creditors 2,394,153 2,249,863
6,546,359 2,678,244

Amounts falling due in more than five years:

Repayable otherwise than by instalments
Other loans 1,479,753 1,388,950
Preference shares 770,913 770,913
2,250,666 2,159,863

In the previous year a loan of £2,000,001 was received from the ultimate parent entity with interest rate terms deemed to be below the market rate of a similar debt instrument. As such, an element of the loan has been recognised as a capital contribution within other reserves and the remaining balance of £1,388,950 has been recognised as a long term creditor being amortised at the effective rate of interest.

In the previous year a loan of £2,081,465 was converted into preference shares. The preference shares are irredeemable shares which carry an entitlement to a fixed cumulative preferential dividend at a rate of 4% per annum and carry no voting rights. As the dividend rate is considered to be below market value the preference shares have been identified by the directors as a compound instrument with both a liability an equity component. An amount of £770,913 was included in other creditors as the liability component with the remaining amount being included in other reserves.

9. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£    £   
Bank overdraft 14,925 -
Bank loans 4,178,553 3,313,190
4,193,478 3,313,190

The above loans are secured by a fixed charge over the property held in stock.

10. CALLED UP SHARE CAPITAL

COUNTERPOINT PROPERTIES LIMITED (REGISTERED NUMBER: 02598880)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 JULY 2024

10. CALLED UP SHARE CAPITAL - continued

In the prior year 3,924,411 ordinary shares were issued at par as part of a debt to equity conversion. The company's ordinary share capital represents 4,264,413 £1 Ordinary shares which have all been called up and are fully paid.

Each ordinary share carries one vote and the holders of ordinary shares have the right to participate in income distributions of the Company resolved to be distributed to holders of the ordinary shares (including on a winding up), this right is subordinate to all other classes of share in the company.

Preference Shares carry no voting rights. The Preference Share holders have the right to a cumulative preferential net cash dividend at the rate of 4% per annum on the capital but shall not be entitled to any further or other right of participation in the profits of the company. The Preference Shares are non-redeemable.

11. RESERVES

Retained earnings includes all current period and prior period profits and losses which are distributable.

Other reserves includes non-redeemable preference shares and further information is included within the Called Up Share Capital note. Other reserves also includes the capital contribution element of a loan received from the parent entity and further detail is included within the Creditors: Amounts Falling Due After More Than One Year note.

12. RELATED PARTY DISCLOSURES

Included within other creditors due in less than one year is a balance of £240,000 owed to a related company. The loan is interest free and repayable on demand.