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Registered number: 00904057














AGATE PROPERTIES LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

 
AGATE PROPERTIES LIMITED
 

COMPANY INFORMATION


Directors
G W Godwin 
R H Godwin 
S T Godwin 




Company secretary
G W Godwin



Registered number
00904057



Registered office
109 Hammersmith Grove
Hammersmith

London

W6 0NQ




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
AGATE PROPERTIES LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10 - 11
Company balance sheet
12 - 13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated statement of cash flows
16 - 17
Consolidated analysis of net debt
18
Notes to the financial statements
19 - 49

 
AGATE PROPERTIES LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

Introduction
 
The directors present the Strategic Report for the year ended 30 April 2024.

Business review
 
Agate Properties Limited (Agate) is principally a real estate business focused on developing and operating places that make people the best version of themselves. Agate owns a diverse portfolio of residential, serviced apartments, hotels, co-working, and commercial assets directly and via wholly-owned subsidiaries. Agate is the parent company of the Lamington Group (LG) and employs the teams that source, acquire, develop, and operate the operational assets. The group’s diversified portfolio of real estate assets shields the business from industry-specific shocks. The majority of the owned assets are based in West London, UK.
The business performed strongly in the year to April 2024 with revenue increasing 21% to £13.4m. This is in part due to the opening of a new room2 Hometel in Belfast with 175 keys, restaurant, bar and meeting and events space in October 2023. The existing hometels and serviced apartments performance was up last year contributing to the positive performance.
In August 2023, Agate acquired Piccadilly (York) Developments Ltd (PYD), a holding company of a hotel asset in York, UK. The transaction resulted in negative goodwill of £0.7m. Agate will develop this asset into a new room2 Hometel. 
In April 2024, a portfolio valuation was conducted by Knight Frank on the Agate property portfolio. This resulted in a downwards revaluation of the existing property portfolio by £3.8m. The residential properties had small increases but the office assets were impacted heavily based around the negative sentiment of office spaces post Covid-19 pandemic. 
In the year, Agate acquired a new mixed-use property with strong development potential and completed a conversion of an office building into 6 residential units. Both assets contributed positively to total group revenue. 
LG launched a new bespoke booking engine for the hometels to better tailor the guest journey in order to increase direct bookings and reduce commission costs. 
In the year, LG established a Board of Non-Executive Directors made up of external industry experts to support and guide LG through its coming growth phase. LG has ambitious growth plans, the board will provide additional assurance to stakeholders and future partners of the governance of the business. 

Principal risks and uncertainties
 
Debt
Bank loans increased by £3.6m to £33.3m in the year after absorbing the debt in PYD Ltd on acquisition. Interest servicing costs jumped 67% in the year (£933k) due in part to the increased debt but mostly due to the increase in BOE base rate to 5.25%. LG's gearing at year end 30th April 2024 was 36.8%.
Environmental, social and governance
LG is a pioneer in sustainability and ESG in the hotel industry globally. In the year, LG became a BCorp certified business recognising the efforts and strides taken to be a business for good not just for profit. LG proudly became a Living Wage employer paying a fair wage to all employees across the business. 
LG has committed to being a Net Zero business by 2030. LG voluntarily releases Green House Gas (GHG) and Sustainability reports to track the progress to Net Zero by 2030 and be transparent about the challenges along the way. 

Page 1

 
AGATE PROPERTIES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Key performance indicators
 
The operational business uses key metrics to target the financial and non financial performance of the hotels and serviced apartments. Standard hotel metrics are used to target top line performance (ADR, Occ, RGI) and rent covers are used to control the bottom line performance. NPS and Trip Advisor rankings are used to cover the guest satisfaction scores.
The hotels average RGI score was over 100 (Revenue Generating Index - performance compared to competitor set) and NPS score was over 78 across all the hotels. Room2 Southampton and Belfast are both ranked #1 on Trip Advisor based on guest review scores for their respective cities. 


This report was approved by the board and signed on its behalf.



R H Godwin
Director

Date: 15 June 2025
Page 2

 
AGATE PROPERTIES LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

Results and dividends

The profit for the year, after taxation, amounted to £66,623 (2023 - £1,172,577).

Directors

The directors who served during the year were:

G W Godwin 
R H Godwin 
S T Godwin 

Future developments

The HSBC loan in Chiswick Apartment Hotels Ltd expiring in March 2025 was extended until September 2025.  Investment into preparing hotel development projects in York and Manchester for construction is ongoing. Further acquisition projects are being consistently assessed for hotel development projects. 

Disclosure of information to auditor

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

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

Post balance sheet events

In August 2024, Agate Properties Limited and related company, LEK Property Developments Limited, completed a refinancing. A loan of £41m was received from Aldermore Bank PLC on a 5 year term. This refinanced and consolidated all the lenders into Agate Properties Limited. The full balance will be repayable in August 2029.
The loan has been utilised to pay out the Director's loans (£2.8m), obtain full ownership from the joint venture partner in Northside Manchester Ltd (£1.9m), repay the loan secured against the York asset in Piccadilly York Developments Limited. The remaining funds will be deployed to pursue the Group's growth ambitions. 
The bank loan held in Chiswick Apartment Hotels Limited, which was due to expire in March 2025, has been extended by 6 month and the lenders have indicated their support until new financing is in places. 

Auditor

A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting.  

This report was approved by the board and signed on its behalf.
 





R H Godwin
Director

Date: 15 June 2025
Page 3

 
AGATE PROPERTIES LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4

 
AGATE PROPERTIES LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED
 

Opinion


We have audited the financial statements of Agate Properties Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, 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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 April 2024 and of the Group's loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Page 5

 
AGATE PROPERTIES LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have 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 Group strategic report or 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 set out on page 4, 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.


Page 6

 
AGATE PROPERTIES LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation. 

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: 
 
Management override of controls to manipulate the company’s key performance indicators to meet targets;
Timing and completeness of revenue recognition;
Existence and valuation of stock; 
Management judgement applied in calculating estimates and provisions; and 
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included: 
 
Testing of journal entries and other adjustments for appropriateness;
Testing a sample of revenue transactions and associated recognition of revenue on projects ongoing across the year end to ensure appropriate; 
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Enquiries of management about litigation and claims and inspection of relevant correspondence;
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations;
Reviewing and sample of year end debtor balances to ensure post year end receipts support debtor recoverability; 
Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied; 
Analytical procedures to identify any unusual or unexpected trends or relationship; and 
Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud.

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 Auditor's report.
Page 7

 
AGATE PROPERTIES LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED (CONTINUED)



Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Derek Mair (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

16 June 2025
Page 8

 
AGATE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024


2024
2023
Note
£
£

  

Turnover
 4 
13,440,654
11,071,263

Cost of sales
  
(3,898,914)
(2,344,418)

Gross profit
  
9,541,740
8,726,845

Administrative expenses
  
(6,270,802)
(6,017,984)

Exceptional administrative expenses
 14 
315,291
-

Other operating income
 5 
-
368,815

Fair value movements
  
(1,945,273)
106,620

Operating profit
 6 
1,640,956
3,184,296

Interest receivable and similar income
 10 
25,781
14,215

Interest payable and similar expenses
 11 
(2,325,114)
(1,392,288)

(Loss)/profit before taxation
  
(658,377)
1,806,223

Tax on (loss)/profit
 12 
725,000
(633,646)

Profit for the financial year
  
66,623
1,172,577

  

Unrealised (deficit)/surplus on revaluation of tangible fixed assets
  
(1,814,270)
977,897

Other comprehensive income for the year
  
(1,814,270)
977,897

Total comprehensive income for the year
  
(1,747,647)
2,150,474

Profit for the year attributable to:
  

Owners of the parent Company
  
66,623
1,172,577

  
66,623
1,172,577

The notes on pages 19 to 49 form part of these financial statements.
Page 9

 
AGATE PROPERTIES LIMITED
REGISTERED NUMBER:00904057

CONSOLIDATED BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
(79,387)
332,199

Tangible assets
 16 
67,428,094
63,431,860

Investments
 17 
100
100

Investment property
 18 
23,230,000
23,016,620

  
90,578,807
86,780,779

Current assets
  

Stocks
 19 
1,366,926
76,504

Debtors: amounts falling due within one year
 20 
3,934,186
3,728,623

Cash at bank and in hand
 21 
703,204
2,184,234

  
6,004,316
5,989,361

Creditors: amounts falling due within one year
 22 
(30,903,784)
(25,484,322)

Net current liabilities
  
 
 
(24,899,468)
 
 
(19,494,961)

Total assets less current liabilities
  
65,679,339
67,285,818

Creditors: amounts falling due after more than one year
 23 
(16,017,090)
(14,638,595)

Provisions for liabilities
  

Deferred taxation
 26 
(9,815,263)
(10,642,673)

Other provisions
 27 
(67,179)
(67,179)

  
 
 
(9,882,442)
 
 
(10,709,852)

Net assets
  
39,779,807
41,937,371


Capital and reserves
  

Called up share capital 
 28 
516
516

Revaluation reserve
 29 
26,664,417
30,423,960

Profit and loss account
 29 
13,114,874
11,512,895

Equity attributable to owners of the parent Company
  
39,779,807
41,937,371

  
39,779,807
41,937,371

Page 10

 
AGATE PROPERTIES LIMITED
REGISTERED NUMBER:00904057

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R H Godwin
Director

Date: 15 June 2025

The notes on pages 19 to 49 form part of these financial statements.
Page 11

 
AGATE PROPERTIES LIMITED
REGISTERED NUMBER:00904057

COMPANY BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
347,247
153,483

Tangible assets
 16 
24,735,014
26,173,056

Investments
 17 
2,350,304
2,350,304

Investment Property
 18 
23,230,000
23,016,620

  
50,662,565
51,693,463

Current assets
  

Stocks
 19 
30,950
45,053

Debtors: amounts falling due within one year
 20 
13,352,325
11,404,860

Cash at bank and in hand
 21 
261,932
1,593,323

  
13,645,207
13,043,236

Creditors: amounts falling due within one year
 22 
(14,061,734)
(25,765,016)

Net current liabilities
  
 
 
(416,527)
 
 
(12,721,780)

Total assets less current liabilities
  
50,246,038
38,971,683

  

Creditors: amounts falling due after more than one year
 23 
(15,737,090)
(973,851)

Provisions for liabilities
  

Deferred taxation
 26 
(5,468,953)
(6,460,788)

  
 
 
(5,468,953)
 
 
(6,460,788)

Net assets
  
29,039,995
31,537,044


Capital and reserves
  

Called up share capital 
 28 
516
516

Revaluation reserve
 29 
15,253,951
19,013,494

Profit and loss account brought forward
  
12,523,034
12,366,703

Loss/(profit) for the year
  
(572,862)
233,331

Other changes in the profit and loss account

  

1,835,356
(77,000)

Profit and loss account carried forward
  
13,785,528
12,523,034

  
29,039,995
31,537,044

Page 12

 
AGATE PROPERTIES LIMITED
REGISTERED NUMBER:00904057

COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R H Godwin
Director

Date: 15 June 2025

The notes on pages 19 to 49 form part of these financial statements.
Page 13

 
AGATE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 May 2022
516
29,446,063
10,417,318
39,863,897



Profit for the year
-
-
1,172,577
1,172,577

Surplus on revaluation of freehold property
-
977,897
-
977,897

Dividends: Equity capital
-
-
(77,000)
(77,000)



At 1 May 2023
516
30,423,960
11,512,895
41,937,371



Profit for the year
-
-
66,623
66,623

Transfer from profit and loss account
-
(3,759,543)
3,759,543
-

Deficit on revaluation of freehold properties
-
-
(1,814,270)
(1,814,270)

Dividends: Equity capital
-
-
(409,917)
(409,917)


At 30 April 2024
516
26,664,417
13,114,874
39,779,807


The notes on pages 19 to 49 form part of these financial statements.
Page 14

 
AGATE PROPERTIES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 May 2022
516
18,737,534
12,366,703
31,104,753



Profit for the year
-
-
233,331
233,331

Surplus on revaluation of freehold property
-
275,960
-
275,960

Dividends: Equity capital
-
-
(77,000)
(77,000)



At 1 May 2023
516
19,013,494
12,523,034
31,537,044



Loss for the year
-
-
(572,862)
(572,862)

Transfer from profit and loss account
-
(3,759,543)
3,759,543
-

Deficit on revaluation of freehold properties
-
-
(1,514,270)
(1,514,270)

Dividends: Equity capital
-
-
(409,917)
(409,917)


At 30 April 2024
516
15,253,951
13,785,528
29,039,995


The notes on pages 19 to 49 form part of these financial statements.
Page 15

 
AGATE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
66,623
1,172,577

Adjustments for:

Amortisation of intangible assets
93,966
141,741

Depreciation of tangible assets
384,414
993,011

Interest paid
2,325,114
1,392,288

Interest received
(25,781)
(14,215)

Taxation charge
(725,000)
633,646

(Increase) in stocks
(876,408)
(42,996)

Decrease/(increase) in debtors
596,895
(284,553)

(Increase) in amounts owed by joint ventures
(637,189)
(1,521,362)

Increase in creditors
1,999,147
1,043,809

Increase in provisions
-
6,732

Net fair value losses/(gains) recognised in P&L
1,945,273
(106,620)

Impairment of investment in subsidiary
-
25,200

Net cash generated from operating activities

5,147,054
3,439,258


Cash flows from investing activities

Purchase of intangible fixed assets
(341,910)
(128,391)

Purchase of tangible fixed assets
(1,060,424)
(1,232,511)

Sale of tangible fixed assets
-
15,008

Purchase of investment properties
(2,158,653)
-

Purchase of share in joint ventures
-
(100)

Interest received
25,781
14,215

Net cash balance acquired with subsidiaries
98
-

Net cash from investing activities

(3,535,108)
(1,331,779)
Page 16

 
AGATE PROPERTIES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024


2024
2023

£
£



Cash flows from financing activities

New secured loans
1,500,000
10,650,000

Repayment of loans
(1,857,945)
(13,830,116)

Loans due from/(repaid to) directors
-
1,657,031

Dividends paid
(409,917)
(77,000)

Interest paid
(2,325,114)
(1,392,288)

Net cash used in financing activities
(3,092,976)
(2,992,373)

Net (decrease) in cash and cash equivalents
(1,481,030)
(884,894)

Cash and cash equivalents at beginning of year
2,184,234
3,069,128

Cash and cash equivalents at the end of year
703,204
2,184,234


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
703,204
2,184,234

703,204
2,184,234


The notes on pages 19 to 49 form part of these financial statements.

Page 17

 
AGATE PROPERTIES LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2024




At 1 May 2023
Cash flows
At 30 April 2024
£

£

£

Cash at bank and in hand

2,184,234

(1,481,030)

703,204

Debt due after 1 year

(14,638,595)

(1,098,495)

(15,737,090)

Debt due within 1 year

(15,028,840)

(5,439,047)

(20,467,887)


(27,483,201)
(8,018,572)
(35,501,773)

The notes on pages 19 to 49 form part of these financial statements.
Page 18

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

Agate Properties Limited ("the Company") is a private limited company incorporated in England and Wales. The registered office is 109 Hammersmith Grove, Hammersmith, London, W6 0NQ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 August 2014.

Page 19

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. 
The Group has net current liabilities liabilities of £24.9m which includes bank debt of £13m to be refinanced post year end together with related party loans of £10.6m.  However, the Directors of Agate Properties Limited ("The Group") have prepared the consolidated cash flow forecasts for a period to 30 April 2026 which show the Group is able to meet its financial obligations as they fall due. The forecast includes management's best estimates of income and costs for the Group, and they show the Group has the liquidity to continue to trade in the period, as well as meet all bank covenants as and when they fall due. The forecasts are based on the assumption that the group has suitable bank funding in place.  In August 2024, the Group and a related company LEK Property Developments Ltd completed a refinance with Aldermore bank on a 5 year term.  A loan agreement with HSBC which expired in March 2025 has been extended to 30 September 2025 and they have indicated their support until the new financing is in place.  The Directors are in discussions with another lender to refinance and increase this facility to support the growth plans of the Group.   Whilst not all the banking facilities are in place for a period of 12 months, the directors have no concerns regarding the ability of the Group to obtain the necessary funding.
Based on the above, the directors have concluded the Group is a going concern and have prepared the financial statements on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 20

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.5

Revenue

Accommodation revenue is generated from short stay apartments, room bookings in hometels and associated sale of good and services. Apartment rental and hometel bookings are recognised in the period in which the accommodation is proved, as are any associated services. The sale of goods is recognised at the point of sale. Rental and office revenue is generated from long stay apartments and the letting of office spaces and desks. It is recognised on a straight-line basis over the term of the lease. Commercial revenue is general from the leasing of commercial property. 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Sale and leaseback

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 21

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.9

Finance costs

Finance costs 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 22

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
2
years
Goodwill
-
10
years
Trademarks
-
10
years

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 23

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
Plant and machinery
-
25%
Motor vehicles
-
25%
Fixtures and fittings
-
15%
Office equipment
-
20%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.17

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 24

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.19

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.20

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.21

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.22

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.23

Creditors

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

Page 25

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.24

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.25

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
 

Page 26

 
AGATE PROPERTIES LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.25
Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.26

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 27

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are  discussed below:
On an ongoing basis, the Group evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known. The following paragraphs detail the estimates and judgments the company believes to have the most significant impact on the annual results under FRS 102.
Freehold properties (tangible fixed assets) and Investment Properties
Judgments and estimates are required in assessing the fair value of the freehold and investment properties. Valuations are carried out by professional valuers based on the market value of the long leasehold and freehold interests in the properties, in their existing condition, assuming individual sales of each unit, with the existing tenancies in-situ or otherwise assuming individual open market lettings on standard 12-month Assured Shorthold Tenancies (ASTs) of the flats, as at the valuation date. Given the significance of the assets, any change in any assumptions could lead to a material difference in the value of fixed assets.
Some of the freehold and investment properties valuations are based on available market data and estimates and judgments made by management for example future income, discount rates, capitalisation rates and sales price history per square feet. The estimates and judgments used in property valuations may differ from actual data, and any variances could have a material impact on the accounts given the sensitivity of the assumptions.
Property, Plant and Equipment
The useful lives of property, plant and equipment are based on the directors best estimate of the useful life of the asset and its residual value. If the actual useful life or the actual residual value differed from these estimates there could be a material impact on the accounts given the value of these assets. During the financial year, the directors determined there were no significant changes in the useful lives and residual values.
Recovery of intercompany and joint venture debtors
Intercompany balances receivables are reviewed frequently for impairment. Where the net assets of the subsidiary or joint venture do not sufficiently cover the debtor, the directors consider the need to impair.

Page 28

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Accommodation
12,492,373
9,973,240

Commercial
112,469
116,652

Rental and office
835,812
981,371

13,440,654
11,071,263


All turnover arose within the United Kingdom.

Accommodation revenue includes revenue generated from overnight stays and the associated provision of goods/services.
Commercial revenue consists of revenue from the commercial leasing of property. 
Rental and office revenue consists of long let rentals and missonworks revenue for desk/office rental.


5.


Other operating income

2024
2023
£
£

Profit on disposal of tangible assets
-
368,815

-
368,815



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
751
900

Other operating lease rentals
518,454
510,312

Depreciation
384,414
993,001

Amortisation of intangible fixed assets
11,818
10,128

Amortisation of goodwill
61,148
131,613

Page 29

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
45,360
44,000

Fees payable to the Group's auditors for the preparation of the financial statements
10,000
10,000

Fees payable to the Group's auditors for the preparation of the tax computations
24,500
16,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,475,972
2,447,962
1,778,367
1,523,076

Social security costs
268,053
241,878
187,628
171,959

Cost of defined contribution scheme
54,529
44,126
26,390
25,910

3,798,554
2,733,966
1,992,385
1,720,945


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Average number of employees
142
76
48
34


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
18,192
-

18,192
-


Page 30

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
25,781
14,215

25,781
14,215


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
2,325,114
1,392,288

2,325,114
1,392,288


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
102,410
-


102,410
-


Deferred tax


Unrealise capital gains
(827,410)
633,646

Total deferred tax
(827,410)
633,646


(725,000)
633,646
Page 31

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19.5%). The differences are explained below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(658,377)
1,806,223


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19.5%)
(164,594)
352,060

Effects of:


Fixed asset differences
25,855
143,555

Expenses not deductible for tax purposes
803,309
170,816

Adjustment to brought forward values
-
(11,783)

Chargeable gains
(939,816)
153,390

Deferred tax charged directly to equity
-
(167,282)

Difference in tax rates
36
183,496

Deferred tax not recognised
(412,608)
(169,604)

Non-tax deductible amortisation of goodwill
20,537
-

Tax credits
(450)
-

Marginal relief
(178)
-

Non-taxable income
(57,130)
(21,002)

Adjustments in respects of prior periods deferred tax asset
39
-

Total tax charge for the year
(725,000)
633,646


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2024
2023
£
£


£1,582.70 per Ordinary A share (2023 - £297.30 per Ordinary A share)
409,917
77,000

Page 32

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

14.


Exceptional items

2024
2023
£
£


Intercompany loans waived
315,291
-

315,291
-
Page 33

 

AGATE PROPERTIES LIMITED
 
 
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024


15.


Intangible assets


Group






Development expenditure
Trademarks
Computer software
Goodwill
Negative goodwill
Total

£
£
£
£
£
£



Cost


At 1 May 2023
20,257
156,184
1,250
1,316,127
-
1,493,818


Additions
145,311
196,599
-
-
-
341,910


On acquisition of subsidiaries
-
-
-
-
(659,530)
(659,530)



At 30 April 2024

165,568
352,783
1,250
1,316,127
(659,530)
1,176,198



Amortisation


At 1 May 2023
18,274
2,701
-
1,140,644
-
1,161,619


Charge for the year on owned assets
8,889
2,835
94
131,613
(49,465)
93,966



At 30 April 2024

27,163
5,536
94
1,272,257
(49,465)
1,255,585



Net book value



At 30 April 2024
138,405
347,247
1,156
43,870
(610,065)
(79,387)



At 30 April 2023
1,983
153,483
1,250
175,483
-
332,199



Page 34

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
 
           15.Intangible assets (continued)

Company




Trademarks

£



Cost


At 1 May 2023
156,184


Additions
196,599



At 30 April 2024

352,783



Amortisation


At 1 May 2023
2,701


Charge for the year
2,835



At 30 April 2024

5,536



Net book value



At 30 April 2024
347,247



At 30 April 2023
153,483

Page 35

 

AGATE PROPERTIES LIMITED
 
 
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024


16.


Tangible fixed assets


Group







Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 May 2023
62,589,405
580,953
41,589
1,296,081
196,572
64,704,600


Additions
441,882
131,173
-
452,219
35,150
1,060,424


Acquisition of subsidiary
5,134,494
-
-
-
-
5,134,494


Revaluations
(1,814,270)
-
-
-
-
(1,814,270)



At 30 April 2024

66,351,511
712,126
41,589
1,748,300
231,722
69,085,248



Depreciation


At 1 May 2023
-
397,202
10,723
750,191
114,624
1,272,740


Charge for the year on owned assets
11,047
80,644
7,717
256,251
28,755
384,414



At 30 April 2024

11,047
477,846
18,440
1,006,442
143,379
1,657,154



Net book value



At 30 April 2024
66,340,464
234,280
23,149
741,858
88,343
67,428,094



At 30 April 2023
62,589,405
183,751
30,866
545,890
81,948
63,431,860

Page 36

 

AGATE PROPERTIES LIMITED
 
 
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

           16.Tangible fixed assets (continued)



Company







Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£

Cost or valuation


At 1 May 2023
25,749,270
492,238
41,589
364,205
47,783
26,695,085


Additions
-
41,132
-
129,859
26,320
197,311


Revaluations
(1,514,270)
-
-
-
-
(1,514,270)



At 30 April 2024

24,235,000
533,370
41,589
494,064
74,103
25,378,126



Depreciation


At 1 May 2023
-
374,947
10,723
129,169
7,190
522,029


Charge for the year on owned assets
-
45,023
7,717
57,070
11,273
121,083



At 30 April 2024

-
419,970
18,440
186,239
18,463
643,112



Net book value



At 30 April 2024
24,235,000
113,400
23,149
307,825
55,640
24,735,014



At 30 April 2023
25,749,270
117,291
30,866
235,036
40,593
26,173,056






Page 37

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

17.


Fixed asset investments

Group





Investment in joint ventures

£



Cost or valuation


At 1 May 2023
100



At 30 April 2024
100




Company





Investments in subsidiary companies
Investment in joint ventures
Total

£
£
£



Cost or valuation


At 1 May 2023
2,350,204
100
2,350,304



At 30 April 2024
2,350,204
100
2,350,304




Page 38

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Bladecam Limited
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
Chiswick Apartment Hotels Limited
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
Chiswick Apartment Hotels Opco Limited
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
London Apartment Hotels Limited
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
Southampton Apartment Hotels Limited
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
Lamington Group Opco Limited (formerly Southampton Apartment Hotels Opco Limited)
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
Lost Gardens Manchester Devco Limited (formerly Northside (Manchester) Limited)
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
50%
York Apartment Hotels Limited (formerly North Star (Piccadilly) Limited)
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%
Piccadilly (York) Developments Limited
109 Hammersmith Grove, London, England, W6 0NQ
Ordinary
100%

The aggregate of Lost Gardens Manchester Devco Limited's (formerly Northside (Manchester) Limited) share capital and reserves at 30 April 2024 were (£771,639) and the loss for the period ended on that date were (£406,845).  Post year end the company has acquired the entire share capital of this entity.
Section 479A
For the year ended 30 April 2024, the following subsidiaries are entitled to exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies via issuance of a Section 479A guarantee: Southampton Apartments Hotels Limited (09686403), Bladecam Limited (03785910) and London Apartment hotels Limited (06573836).

Page 39

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

18.


Investment property

Group


Freehold investment property

£



Valuation


At 1 May 2023
23,016,620


Additions at cost
2,158,653


Deficit on revaluation
(1,945,273)



At 30 April 2024
23,230,000

The 2024 valuations were made by Savills, on an open market value for existing use basis.





If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
3,396,500
3,396,500

3,396,500
3,396,500

Company





Freehold investment property

£



Valuation


At 1 May 2023
23,016,620


Additions at cost
2,158,653


Surplus on revaluation
(1,945,273)



At 30 April 2024
23,230,000

The 2024 valuations were made by Savills, on an open market value for existing use basis.


Page 40

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

19.


Stocks

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Raw materials and consumables
-
18,845
-
-

Work in progress
1,286,007
-
-
-

Finished goods and goods for resale
80,919
57,659
30,950
45,053

1,366,926
76,504
30,950
45,053


The difference between purchase price or production cost of stocks and their replacement cost is not material.


20.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
534,565
377,585
379,942
277,679

Amounts owed by group undertakings
-
-
10,415,367
8,166,876

Amounts owed by joint ventures and associated undertakings
2,158,551
1,521,362
2,174,551
1,521,362

Other debtors
633,084
1,204,743
126,094
1,076,457

Prepayments and accrued income
607,986
624,933
256,371
362,486

3,934,186
3,728,623
13,352,325
11,404,860


Amounts owed from group undertakings and joint ventures are interest free and repayable on demand.


21.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
703,204
2,184,234
261,932
1,593,323

703,204
2,184,234
261,932
1,593,323


Page 41

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

22.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
17,547,674
15,028,840
740,390
14,712,692

Trade creditors
776,868
678,879
328,052
466,729

Amounts owed to group undertakings
-
-
1,665,553
1,279,441

Corporation tax
102,410
-
-
-

Other taxation and social security
533,152
277,284
155,629
127,797

Other creditors
10,727,637
8,789,717
10,720,592
8,783,332

Accruals and deferred income
1,216,043
709,602
451,518
395,025

30,903,784
25,484,322
14,061,734
25,765,016


Amounts owed to group undertakings are interest free and repayable on demand.
Amounts owed to directors of £2,913,192 (2023 - £2,031,105) are included within other creditors. The amounts are interest free and repayable on demand. 


23.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
15,737,090
14,638,595
15,737,090
973,851

Other creditors
280,000
-
-
-

16,017,090
14,638,595
15,737,090
973,851




Page 42

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

24.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
17,547,674
15,028,840
740,390
14,712,692


17,547,674
15,028,840
740,390
14,712,692

Amounts falling due 1-2 years

Bank loans
15,737,090
14,638,595
15,737,090
973,851


15,737,090
14,638,595
15,737,090
973,851



33,284,764
29,667,435
16,477,480
15,686,543


Included within bank loans are the following loans:
£10.5m loan due to Handlesbanken which attracted interest at 2.5% per annum above the Bank of England base rate with a maturity date of 17 May 2028. This loan was refinanced post year end, see note 34 for details.
£18.8m loan due to HSBC UK Bank Plc, the loan attracts interest at 2.75% above SONIA. The Company will repay 6% of the facility amount per annum, payable quarterly with the termination date being 16 March 2025.  The loan secured by the assets of Chiswick Apartment Hotels Ltd, Chiswick Apartment OpCo Ltd and London Apartment Hotels Ltd. The repayment of this facility has been extended to 30 September 2025 and they have indicated their support until new financing is in place.
£0.8m due to Bank of Scotland which is repayable in equal monthly capital and interest instalments with a maturity date of 6 August 2027.
£3.2m loan due to Together Commercial Finance Ltd which attracted interest of 10.5% per annum. This loan was refinanced post year end, see note 34 for details. 

Page 43

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

25.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
703,204
2,184,234
261,932
1,593,323

Finanicial assets that are debt instruments measured at amortised cost
3,326,200
3,103,690
13,095,954
11,402,374

4,029,404
5,287,924
13,357,886
12,995,697


Financial liabilities

Financial liabilities measured at amortised cost
(12,720,548)
(10,178,198)
(13,165,715)
(10,924,527)


Financial assets measured at fair value through profit or loss comprise cash at bank
Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts owed to joint ventures and associated undertakings and other debtors.


Financial instruments measured at amortised cost comprise trade creditors, accruals other creditors and amounts due to group undertakings.


26.


Deferred taxation


Group



2024


£






At beginning of year
10,642,673


Charged to profit or loss
(827,410)



At end of year
9,815,263

Page 44

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
 
26.Deferred taxation (continued)

Company


2024


£






At beginning of year
6,460,788


Charged to profit or loss
(991,835)



At end of year
5,468,953

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
1,485,645
1,268,563
327,781
204,260

Net losses and deductions timing differences
(604,153)
(499,448)
(250,539)
-

Capital gains
8,933,771
9,873,558
5,391,711
6,256,528

9,815,263
10,642,673
5,468,953
6,460,788


27.


Provisions


Group



Furniture, fittings and equipment

£





At 1 May 2023
67,179



At 30 April 2024
67,179

Page 45

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

28.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



259 (2023 - 259) Ordinary A shares shares of £1.00 each
259
259
73 (2023 - 73) Ordinary B shares shares of £1.00 each
73
73
92 (2023 - 92) Ordinary C shares shares of £1.00 each
92
92
92 (2023 - 92) Ordinary D shares shares of £1.00 each
92
92

516

516



29.


Reserves

Revaluation reserve

Revaluation reserve is the cumulative unrealised gains of revaluation of fixed assets, less provision for deferred taxation.

Profit and loss account

Profit and loss account represents the cumulative total of profits less losses and any distributions.

Page 46

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

30.
 

Business combinations

In August 2023, Agate Properties Limited acquired the entire share capital of York Apartment Hotels Limited (formerly North Star (Piccadilly) Limited) and it's subsidiary company, Piccadilly York Developments Limited. 

Acquisition of York Apartment Hotels Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
5,134,494
5,134,494

5,134,494
5,134,494

Current Assets

Stocks
414,014
414,014

Debtors
165,269
165,269

Cash at bank and in hand
98
98

Total Assets
5,713,875
5,713,875

Creditors

Due within one year
(5,054,342)
(5,054,342)

Total Identifiable net assets
659,533
659,533


Goodwill
(659,530)

Total purchase consideration
3

Consideration

£


Cash
3

Total purchase consideration
3

Cash outflow on acquisition

£

Less: Cash and cash equivalents acquired
(98)

Net cash outflow on acquisition
(98)

Page 47

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

30.Business combinations (continued)

The results of York Apartment Hotels Limited since acquisition are as follows:

Current period since acquisition
£

Profit for the period since acquisition
58,537


31.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £12,863 (2023 - £13,086) were payable to the fund at the balance sheet date and are included in creditors.


32.


Commitments under operating leases

At 30 April 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
1,797,000
497,000

Later than 1 year and not later than 5 years
7,188,000
1,988,000

Later than 5 years
34,171,750
11,720,917

43,156,750
14,205,917

Page 48

 
AGATE PROPERTIES LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

33.


Related party transactions

The Company has taken advantage of exemptions available under Section 33.11 in relation to disclosure of transactions with group companies.
As at 30 April 2024 the Group had the following balances due by/(to) companies under common control:

2024
2023
£
£

Companies that are related parties due to common control and management
(7,694,596)
(6,713,420)
Companies that are joint ventures
2,158,551
1,521,362
(5,536,045)
(5,192,058)

The amounts owed from companies that are joint ventures is funding in the form of debt where no formal agreement is in place.
The amounts owed to related parties due to common control and management have arisen through companies paying invoices on behalf of one another, cash management between the entities and the recharge of payroll costs.
As at the year end, the Company had an amount payable to the directors amounting to £2,913,192 (2023 - £2,031,105). The amounts are interest free and repayable on demand. 


34.


Post balance sheet events

In August 2024, Agate Properties Limited and related company, LEK Property Developments Limited, completed a refinancing. A loan of £41m was received from Aldermore Bank PLC on a 5 year term. This refinanced and consolidated all the lenders into Agate Properties Limited. The full balance will be repayable in August 2029.
The loan has been utilised to pay out the Director's loans (£2.8m), obtain full ownership from the joint venture partner in Northside Manchester Ltd (£1.9m), repay the loan secured against the York asset in Piccadilly York Developments Limited. The remaining funds will be deployed to pursue the Group's growth ambitions. 
The bank loan held in Chiswick Apartment Hotels Limited, which was due to expire in March 2025, has been extended by 6 month and the lenders have indicated their support until new financing is in places. 


35.


Controlling party

There is no ultimate controlling party. 


Page 49