| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED |
| 30 SEPTEMBER 2024 |
| FOR |
| PROPCO HOLDING CO LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED |
| 30 SEPTEMBER 2024 |
| FOR |
| PROPCO HOLDING CO LIMITED |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Profit and loss account | 7 |
| Balance Sheet | 8 |
| Statement of Changes in Equity | 9 |
| Notes to the Financial Statements | 10 |
| PROPCO HOLDING CO LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| BUSINESS ADDRESS: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| 10 Jesus Lane |
| Cambridge |
| Cambridgeshire |
| CB5 8BA |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 30 September 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 October 2023 to the date of this report. |
| GOING CONCERN |
| The going concern status of the company is dependent on the inter group loan not being recalled by the company's parent. Confirmation has been obtained from the board of directors of the parent company that the intercompany loan balance will not be recalled in full or in part should this cause cash flow difficulties for Propco Holding Co Ltd. |
| The financial statements do not include any adjustments that would be necessary if the company was unable to continue as a going concern. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Thompson Taraz Rand Audit and Assurance Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROPCO HOLDING CO LIMITED |
| Opinion |
| We have audited the financial statements of Propco Holding Co Limited (the 'company') for the year ended 30 September 2024 which comprise the Profit and loss account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The 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 30 September 2024 and of its profit for the year 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 Auditors' 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 UK, including the FRC'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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROPCO HOLDING CO LIMITED |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where 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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
| 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and its industry, we identified that the principal risks of non compliance with laws and regulations related to the Land Lords and Tenants Act, Fire and Electrical Safety regulations. We also considered those laws and regulation that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and the Corporation Tax Act 2010. |
| We evaluated directors and managements incentives and opportunities for fraudulent manipulation of the financial statements (including management override of controls) and determined the principal risks were related to the posting of manual journal entries and management bias through application of judgement and assumptions insignificant accounting estimates. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PROPCO HOLDING CO LIMITED |
| 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 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditors |
| 10 Jesus Lane |
| Cambridge |
| Cambridgeshire |
| CB5 8BA |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| PROFIT AND LOSS ACCOUNT |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| Administrative expenses | ( |
) | ( |
) |
| 214,244 | 380,191 |
| Other operating income | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 5 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| BALANCE SHEET |
| 30 SEPTEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 6 |
| Investment property | 7 |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 10 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 October 2022 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 September 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 September 2024 |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Propco Holding Co Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | STATEMENT OF COMPLIANCE |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statement have been prepared on a historical cost basis, modified by certain assets held under the fair value method. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Significant judgements and estimates |
| The directors have considered the fair value of the investment property at the balance sheet as required by FRS 102. All investment properties are measured at fair value and are adjusted if necessary for any material variation in fair value having considered the difference in nature, location or condition of the specific asset. |
| Current economic developments and uncertainties influence the valuation of our investment property.The methods and significant assumptions considered in determining the fair value of our investment property are mainly due to (i) active market prices, (ii) the influence of vacancy rates, (iii) assumed trends in rents. |
| The valuation is based on fair value, supported by market evidence in which assets can be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller. |
| Turnover |
| Turnover is measured at the fair value of consideration received or receivable in respect of the rental of both commercial property excluding value added tax and residential property which is outside the scope of value added tax. Where the right to consideration has not been earned at the balance sheet date, revenue is deferred and recognised within deferred income. |
| Tangible fixed assets |
| Depreciation is provided at the the following annual rates in order to write off the cost less estimated residual value of the asset over its anticipated useful life. |
| Freehold property - 2% on cost. |
| Residual value is defined as the estimated amount that an entity would currently obtain from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life. |
| Investment property |
| Investment property is measured at fair value less impairment. Any change in fair value is recorded in the profit and loss account. |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Basic financial assets and basic financial liabilities as defined under section 11 of FRS 102, including trade and other debtors, trade and other creditors, cash and bank balances and investments in commercial paper, 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. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, 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 material 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. |
| Going concern |
| The going concern status of the company is dependent on the inter group loan not being recalled by the company's parent. Confirmation has been obtained from the board of directors of the parent company that the intercompany loan balance will not be recalled in full or in part should this cause cash flow difficulties for Propco Holding Co Ltd. |
| The financial statements do not include any adjustments that would be necessary if the company was unable to continue as a going concern. |
| 4. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was NIL (2023 - NIL). |
| 5. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) |
| Tax on profit |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 6. | TANGIBLE FIXED ASSETS |
| Freehold |
| property |
| £ |
| COST |
| At 1 October 2023 |
| and 30 September 2024 |
| DEPRECIATION |
| At 1 October 2023 |
| and 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| 7. | INVESTMENT PROPERTY |
| Total |
| £ |
| FAIR VALUE |
| At 1 October 2023 |
| Additions |
| Revaluations | (6,000 | ) |
| At 30 September 2024 |
| NET BOOK VALUE |
| At 30 September 2024 |
| At 30 September 2023 |
| Fair value at 30 September 2024 is represented by: |
| £ |
| Valuation in 2018 | 5,634 |
| Valuation in 2019 | 251,174 |
| Valuation in 2020 | (287,962 | ) |
| Valuation in 2021 | 19,000 |
| Valuation in 2022 | 293,000 |
| Valuation in 2023 | 61,000 |
| Valuation in 2024 | (6,000 | ) |
| Cost | 1,893,725 |
| 2,229,571 |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 7. | INVESTMENT PROPERTY - continued |
| If the investment properties had not been revalued they would have been included at the following historical cost: |
| 2024 | 2023 |
| £ | £ |
| Cost | 1,130,154 | 1,130,154 |
| Investment properties were valued on a fair value basis on 30 September 2024 by the Director and the Valuation Office . |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 10. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 91,750 | 93,250 |
| Deferred |
| tax |
| £ |
| Balance at 1 October 2023 |
| Changes in fair |
| value of investment property. | (1,500 | ) |
| Balance at 30 September 2024 |
| Deferred tax is recognised in respect of the fair value movement on investment property. |
| PROPCO HOLDING CO LIMITED (REGISTERED NUMBER: 10136591) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 SEPTEMBER 2024 |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary shares | £1 | 2 | 2 |
| 12. | RELATED PARTY DISCLOSURES |
| Disclosed within amounts due to group undertakings are amounts due on inter company account of £2,476,430 (2023: £1,763,652). This balance is repayable on demand and bears no interest. A further £156,000 is due from a fellow group company on a trading account disclosed with trade debtors. |
| The company was charged management fees of £165,600 (2023: nil) by an entity under common control of the directors. This balance is included within accruals. |
| Included within other debtors is an advance to a company under common control of the directors amounting to £341,104 (2023:£344,104) in respect of accrued management charge income.This advance is repayable on demand and bears no interest. |
| 13. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is the company's parent company Distribution Supplies Group Ltd. The consolidated financial statements of the group can be obtained directly from the registrar of companies or the group's head office: Units 30 -36 Ivatt Way, Westwood Industrial Estate, Peterborough, Cambridgeshire, PE3 7PN. |