| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| ESTATEWAYS LTD |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| ESTATEWAYS LTD |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Statement of Profit, Loss and Other Comprehensive Income |
11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 14 |
| Cash Flow Statement | 15 |
| Notes to the Cash Flow Statement | 16 |
| Notes to the Financial Statements | 18 |
| ESTATEWAYS LTD |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Dynevor House |
| 5 - 6 De La Beche Street |
| Swansea |
| SA1 3HA |
| PROPERTY VALUERS: |
| 11 Walter Road |
| Swansea, SA1 5NF |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| REVIEW OF BUSINESS |
| DEVELOPMENT, FINANCIAL PERFORMANCE AND FINANCIAL POSITION: |
| The company has had a satisfactory year compared to 2023. |
| There was a steady increase in turnover and a profit was made during the year. Although administration expenses increased by £440,934 in the year, due to non-recurring costs relating to the proposed company reconstruction, there was also a significant increase in the valuation of investment properties by £765,000. |
| During the year, the company re-registered as a private limited company from a public company to aid the company reconstruction process. |
| 2024 | 2023 |
| £ | £ |
| Turnover | 2,467,879 | 2,325,805 |
| Profit before taxation | 459,581 | 36,918 |
| Taxation | (272,594 | ) | (229,031 | ) |
| Profit after taxation | 186,987 | (192,113 | ) |
| Net assets / Shareholders funds | 21,284,683 | 21,594,749 |
| FINANCIAL KEY PERFORMANCE INDICATORS: |
2024 |
2023 |
| Net profit margin ( before tax ) | 18.6% | 1.6% |
| Return on capital employed ( after tax ) | 0.9% | (0.9)% |
| Earnings per share ( per 10p ordinary share ) | 6.7p | (7.1)p |
| The company believes that adequate funds are being generated by the company's operations to meet its ongoing obligations. |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
| The company uses various financial instruments including bank loans and overdrafts, cash, equity investments, and trade debtors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations, to provide earnings for the company's shareholders and to ensure adequate funds are held to enable the company to meet its obligations. This is achieved by regularly monitoring the bank facilities available and regular cashflow forecasts and comparisons with actual performance. |
| The existence of these financial instruments exposes the company to a number of financial risks which are described in more detail below. The main risks arising from the company's financial instruments are cash flow interest rate risk, credit risk, and liquidity risk. The directors review and agree policies for managing each of these risks and these policies are summarised below. |
| INTEREST RATE RISK |
| The company finances its operations through a mixture of retained profits and bank borrowings.The company's exposure to interest rate fluctuations on its borrowings is monitored regularly by the Board. |
| CREDIT RISK |
| The company's principal financial assets are trade debtors from which the principal credit risk arises. |
| In order to manage credit risk the company's managing agents have been instructed by the directors to only accept tenants based upon a combination of payment history and third party references. The debt age and collection history is reviewed by the directors regularly. |
| LIQUIDITY RISK |
| The company seeks to manage this financial risk by ensuring sufficient liquidity is available to meet the company's obligations as they fall due, and to invest any surplus cash both safely and profitably. Short term flexibility is achieved by overdraft facilities, longer term borrowing by utilising bank loans. |
| SECTION 172(1) STATEMENT |
| The board of directors of Estateways Ltd consider that they, both individually and together, have acted in the way they would consider would be most likely to promote the success of the company for the benefit of its members as a whole in the decisions taken during the year ended 31 December 2024, at their regular board meetings. |
| FUTURE DEVELOPMENTS |
| For a number of years, the Board has been considering the future strategy of the Company as it has recognised there is a need to plan for management succession. Whilst seeking to develop succession plans, it has become clear to the Board that there is not consensus between the shareholders on the long-term future direction of the Company. As a result it has been agreed that the company be partitioned with a minority of shareholders forming their own company and a portion of the assets being transferred to them, enabling both the Majority and Minority to pursue their own strategies in the future. |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FIXED ASSETS |
| The company's fixed asset properties and investment properties were revalued on 31 December 2024. During the year, there have been no acquisitions or disposal. There was no capital expenditure during the year. |
| ON BEHALF OF THE BOARD: |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the company in the year under review were those of property development and investment. There has been no significant change in these activities during or after the year. |
| DIVIDENDS |
| Dividends |
| Interim dividends per share were paid as follows: |
| Ordinary 10p shares | 7.7p | - 30 June 2024 |
| 7.7p | - 31 December 2024 |
| 15.4p |
| 4% Cumulative Preference £1 shares | 2.0p | - 30 June 2024 |
| 5% Cumulative Preference £1 shares | 2.5p | - 30 June 2024 |
| The directors recommend final dividends per share as follows: |
| Ordinary 10p shares | NIL |
| 4% Cumulative Preference £1 shares | 2.0p |
| 5% Cumulative Preference £1 shares | 2.5p |
| The total distribution of dividends for the year ended 31 December 2024 will be £429,221. |
| During the year, all of the 5% preference shares were bought back and cancelled by the company and all but 500 of the 4% preference shares. This was due to not being able to locate the shareholders of those 500 shares. |
| FUTURE DEVELOPMENTS |
| This has been set out in the strategic report in accordance with s.414C(11) CA 2006. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, 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), 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 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; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | 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, John F Harvey Ltd, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ESTATEWAYS LTD |
| Opinion |
| We have audited the financial statements of Estateways Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit, Loss and Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 31 December 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 Strategic Report and 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ESTATEWAYS LTD |
| 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ESTATEWAYS LTD |
| 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: |
| - We obtained an understanding of the legal and regulatory frameworks that are applicable to the company. |
| - We determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting framework, the Companies Act 2006 and relevant tax compliance legislation. |
| - We understood how they are complying with those legal and regulatory frameworks by making enquiries through our review of board minutes and discussion with management. |
| - We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it is considered there was a susceptibility of fraud. |
| - Our audit planning identified fraud risks in relation to management override. We obtained an understanding of the processes and controls that the company has established to address the risks identified, or otherwise prevent, deter and detect fraud; and how management monitors those processes and controls. |
| - We designed our audit procedures to detect irregularities, including fraud. Our procedures include journal transaction testing, with a focus on large or unusual transactions based on our knowledge of the business. Our audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
| - We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| 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 |
| ESTATEWAYS LTD |
| 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 |
| Dynevor House |
| 5 - 6 De La Beche Street |
| Swansea |
| SA1 3HA |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| STATEMENT OF PROFIT, LOSS AND |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 4 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| (62,669 | ) | 358,620 |
| Other operating income |
| OPERATING (LOSS)/PROFIT | ( |
) |
| Interest receivable and similar income | 6 |
| (56,555 | ) | 364,201 |
| Gain/(loss) on revaluation of |
| investment property | 765,000 | (80,000 | ) |
| 708,445 | 284,201 |
| Interest payable and similar expenses | 7 |
| Other finance costs | 23 |
| 248,864 | 247,283 |
| PROFIT BEFORE TAXATION | 8 |
| Tax on profit | 9 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| OTHER COMPREHENSIVE INCOME |
| Revaluation of trading properties |
| Income tax relating to other comprehensive income |
( |
) |
( |
) |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
( |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Stocks | 14 |
| Debtors | 15 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 16 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
17 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Revaluation reserve | 22 |
| Capital redemption reserve | 22 |
| Fair value reserve | 22 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| BALANCE SHEET - continued |
| 31 DECEMBER 2024 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Revaluation |
| capital | earnings | reserve |
| £ | £ | £ |
| Balance at 1 January 2023 | 358,371 | 7,522,302 | 416,524 |
| Changes in equity |
| Dividends | - | (535,151 | ) | - |
| Total comprehensive income | - | (1,379,029 | ) | (22,125 | ) |
| Balance at 31 December 2023 | 358,371 | 5,608,122 | 394,399 |
| Changes in equity |
| Issue of share capital | ( |
) | - | - |
| Dividends | - | (429,221 | ) | - |
| Total comprehensive income | - | (463,509 | ) | 11,250 |
| Balance at 31 December 2024 | 277,413 | 4,715,392 | 405,649 |
| Capital | Fair |
| redemption | value | Total |
| reserve | reserve | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | 22,344,138 |
| Changes in equity |
| Dividends | - | - | (535,151 | ) |
| Total comprehensive income | - | 1,186,916 | (214,238 | ) |
| Balance at 31 December 2023 | 31,102 | 15,202,755 | 21,594,749 |
| Changes in equity |
| Issue of share capital | - | - | ( |
) |
| Dividends | - | - | (429,221 | ) |
| Total comprehensive income | 80,958 | 571,414 | 200,113 |
| Balance at 31 December 2024 | 112,060 | 15,774,169 | 21,284,683 |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of fixed asset investments | - | (5,270 | ) |
| Sale of fixed asset investments |
| Interest received |
| Net cash from investing activities |
| Cash flows from financing activities |
| New loans in year |
| Share buyback | ( |
) |
| Equity dividends paid | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
(770,630 |
) |
| Cash and cash equivalents at end of year |
2 |
( |
) |
6,068 |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Loss on disposal of fixed assets |
| (Gain)/loss on revaluation of fixed assets | (765,000 | ) | 80,000 |
| Retired directors pensions paid | (189,068 | ) | (180,065 | ) |
| Finance costs | 248,864 | 247,283 |
| Finance income | (1,555 | ) | (3,870 | ) |
| (241,733 | ) | 232,825 |
| Decrease in stocks |
| Increase in trade and other debtors | ( |
) | ( |
) |
| (Decrease)/increase in trade and other creditors | ( |
) |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 4,499 | 6,068 |
| Bank overdrafts | ( |
) |
| (295,797 | ) | 6,068 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 6,068 | 15,033 |
| Bank overdrafts | ( |
) |
| 6,068 | (770,630 | ) |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 6,068 | (1,569 | ) | 4,499 |
| Bank overdrafts | - | (300,296 | ) | (300,296 | ) |
| 6,068 | ( |
) | (295,797 | ) |
| Debt |
| Debts falling due within 1 year | - | (700,000 | ) | (700,000 | ) |
| Debts falling due after 1 year | (700,000 | ) | - | (700,000 | ) |
| (700,000 | ) | (700,000 | ) | (1,400,000 | ) |
| Total | (693,932 | ) | (1,001,865 | ) | (1,695,797 | ) |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Estateways Ltd 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 |
| Turnover |
| Turnover represents repairs and maintenance work, car park income and income from rents, ground rents and service charges. This excludes VAT where applicable. |
| Tangible fixed assets |
| Plant, Machinery and Vehicles | - |
| Land and buildings, excluding investment properties, are revalued annually and the aggregate surplus or deficit is transferred to the Revaluation Reserve. |
| As these non investment properties are revalued annually, they are not depreciated but are instead carried in the balance sheet at their year end valuation. The directors consider that this policy results in the accounts giving a true and fair view. |
| This is a departure from the requirements of the Companies Act 2006 which requires all properties to be depreciated. The directors consider that to depreciate them would not give a true and fair view. |
| On disposal of a non investment property, any revaluation adjustment previously taken to the Revaluation Reserve for the property is transferred to Retained Earnings. The gain or loss reported in the Profit and Loss Account for the year is the difference between the disposed properties' net proceeds and their carrying values. |
| Stocks |
| Stocks consist of ground rents held for resale and are valued at the lower of cost and net realisable value. |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Profit, Loss and Other Comprehensive Income, 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 |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing differences. In the absence of anticipated sale dates this is calculated using tax rates expected to apply in the year following these financial statements. |
| 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. |
| Rental deposits and bonds |
| With the exception of one tenant, all rental deposits and bonds are collected and held in trust by the company's managing agents on behalf of the company. In respect of the one tenant the deposit is held by the company in a separate interest bearing account. The deposits and bonds held by both the company and its managing agents are not recognised as income of the company. The deposits and bonds held by the managing agents are not recognised as assets or liabilities in the Balance Sheet, whilst the deposit held by Estateways Ltd is recognised as both an asset and a liability. |
| Pension costs and other post-retirement benefits |
| The company's policy is to make full provision for this liability each year. |
| The required provision is calculated annually using an external actuarial valuation at the year end and the company's average internal rate of return for the previous three years. |
| The directors believe that FRS 102 s.34 does not apply directly to the company's pension liability as the pensions are being funded from the existing retained profits of the company and no separate assets of the pension fund exist. |
| The movement in the provision for future pensions is recognised in the Profit and Loss account for the year as other finance costs. |
| Details of the underlying assumptions and further information are included in notes 20 and 23 to the accounts. |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Fixed asset investments |
| It is considered that all the land and buildings under this heading are "investment properties" within the terms of Financial Reporting Standard 102 section 16 ('Accounting for Investment Properties'). |
| In accordance with FRS 102 s.16, investment properties are revalued annually and the aggregate surplus or deficit is transferred to the Fair Value Reserve. |
| As investment properties are revalued annually, they are not depreciated and are included in the balance sheet at their year end valuation. The directors consider that this policy results in the accounts giving a true and fair view. |
| This is a departure from the requirements of the Companies Act 2006 which requires all properties to be depreciated. Such properties are not held for consumption but for investment and the directors consider that to depreciate them would not give a true and fair view. |
| On disposal of an investment property, any revaluation adjustment previously taken to the Fair Value Reserve for the property is transferred to Retained Earnings. The gain or loss reported in the Statement of Profit, Loss and Other Comprehensive Income for the year is the difference between the disposed properties' net proceeds and their carrying values. |
| 4. | TURNOVER |
| Turnover | Profit before |
| Taxation |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Services rendered | 208,986 | 77,791 | 38,918 | 1,235 |
| Rents receivable | 2,258,893 | 2,248,014 | 420,663 | 35,683 |
| 2,467,879 | 2,325,805 | 459,581 | 36,918 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Management and Administration | 7 | 8 |
| Repairs and Maintenance | 5 | 4 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| 6. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| £ | £ |
| Bank interest receivable |
| Interest received on corporation tax paid early |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Overdraft interest |
| Bank loan interest |
| 8. | PROFIT BEFORE TAXATION |
| The profit is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets |
| Loss on disposal of fixed assets |
| Auditor's remuneration |
| Non audit services (note 11) |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | 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: |
| Origination and reversal of timing differences | ( |
) |
| Changes in tax rates and laws | - | 389,313 |
| Total deferred tax |
| Tax on profit |
| UK corporation tax was charged at 25%) in 2023. |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%) |
| Effects of: |
| Expenses not deductible for tax purposes |
| Utilisation of tax losses | ( |
) |
| Depreciation | 1,362 | 1,362 |
| Capital allowances claimed | (116 | ) | (142 | ) |
| Pensions paid in year | (47,267 | ) | (45,016 | ) |
| Increase in provision for retired directors pensions | 43,580 | 44,166 |
| Revaluations in year | (191,250 | ) | 20,000 |
| Movement in deferred tax | 196,028 | 189,572 |
| Loss on disposal of property | - | 11,778 |
| Marginal Relief | - | (879 | ) |
| FY 2023 tax rate difference | - | (3,338 | ) |
| Total tax charge | 272,594 | 229,031 |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | TAXATION - continued |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of trading properties | (3,750 | ) | 11,250 |
| 2023 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of trading properties | (22,125 | ) | (22,125 | ) |
| The standard rate of corporation tax has not changed from the previous period staying at 25%. |
| The amount of unused tax losses is £2,067,293 (2023: £2,067,293). There is no expiry date on timing differences and unused tax losses. |
| 10. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| Ordinary shares of 10p each |
| Interim |
| 4% Cumulative Preference shares of £1 each |
| Final |
| Interim |
| 5% Cumulative Preference shares of £1 each |
| Final |
| Interim |
| 11. | AUDITOR'S REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditor for the audit of the annual accounts |
27,900 |
24,300 |
| Fees payable to the company's auditor for other services: |
| Tax services | 1,098 | 1,689 |
| All other services | 26,600 | - |
| 27,698 | 1,689 |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | TANGIBLE FIXED ASSETS |
| Plant, |
| Machinery |
| Land and | and |
| Buildings | Vehicles | Totals |
| £ | £ | £ |
| COST OR VALUATION |
| At 1 January 2024 |
| Revaluations |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Land and buildings comprises Freehold Property valued on 31 December 2024 on an open market basis. The properties were valued by Dawsons, Chartered Surveyors at £550,000 on the basis recorded in Note 13. The figures reported represent the aggregate value of the properties valued on an individual basis. |
| Cost or valuation at 31 December 2024 is represented by: |
| Plant, |
| Machinery |
| Land and | and |
| Buildings | Vehicles | Totals |
| £ | £ | £ |
| Valuation in 2024 | 550,000 | 47,632 | 597,632 |
| If Freehold Land and Buildings had not been revalued they would have been included at the following historical cost: |
| 2024 | 2023 |
| £ | £ |
| Cost | 48,415 | 48,415 |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 13. | FIXED ASSET INVESTMENTS |
| Investment |
| properties |
| £ |
| COST OR VALUATION |
| At 1 January 2024 |
| Revaluations |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Cost or valuation at 31 December 2024 is represented by: |
| Investment |
| properties |
| £ |
| Valuation in 2024 | 24,915,000 |
| If the Investment Properties had not been revalued they would have been included at the following historical cost: |
| 2024 | 2023 |
| £ | £ |
| Cost | 7,389,019 | 7,389,019 |
| The portfolio of UK freehold and leasehold interests categorised as "Investment Properties" were valued by external valuers, Dawsons, Chartered Surveyors, as at 31 December 2024, on the basis of market value and in accordance with the RICS Appraisal and Valuation Standards and the instructions of the directors. The London property was valued on a market value basis on 30 April 2024 by the Savills, Real Estate Company on the basis of market value and in accordance with the RICS Appraisal and Valuation Standards. |
| The figures reported represent the aggregate value of the properties valued on an individual basis. |
| The external valuers have undertaken this valuation for inclusion in the company's balance sheet. The directors have considered whether a conflict of interest arises, with Dawsons, since the company also acts as managing agent for the company's portfolio of residential and commercial properties. |
| For the purposes of the valuation, Dawsons have relied upon information available to them by virtue of its management of the properties in accordance with the terms of the management agreement. The directors of Estateways Ltd have been requested to disclose to Dawsons any material matters of which the external valuers may be unaware. |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 14. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Ground rents |
| The replacement value of the ground rents was revalued in June 2024 and considered to be in the order of £60,000. |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Prepayments |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 18) |
| Taxation |
| Social security and other taxes |
| VAT | 3,975 | 4,925 |
| Other creditors |
| Accrued expenses |
| Deferred income |
| 17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 18) |
| 18. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| Bank loans |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 18. | LOANS - continued |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| The bank loans are interest only loans. |
| The capital repayments for the loans are due in January 2028 & September 2025. |
| Interest on the loan is charged at a rate of 2.35% over the Bank of England's base rate rate. |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank overdraft |
| Bank loans |
| The bank loans and overdrafts are secured on one of the company's properties. |
| 20. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax |
| Deferred tax on accelerated capital allowances |
165,783 |
167,027 |
| Deferred tax - revaluation of |
| properties | 1,847,747 | 1,650,411 |
| Deferred tax - tax losses |
| carried forward | (516,823 | ) | (516,823 | ) |
| Deferred tax on future pension obligations |
(195,969 |
) |
(199,656 |
) |
| 1,300,738 | 1,100,959 |
| Other provisions |
| Future pension obligations | 783,878 | 798,625 |
| VAT Provision | 28,531 | 28,531 |
| Aggregate amounts | 2,113,147 | 1,928,115 |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 20. | PROVISIONS FOR LIABILITIES - continued |
| Deferred | Future |
| tax | Pensions |
| £ | £ |
| Balance at 1 January 2024 |
| Accelerated capital allowances | (1,245 | ) | - |
| Pensions paid in year | 47,268 | (189,068 | ) |
| Annual revaluation of pension | (43,580 | ) | 174,321 |
| liabilities |
| Tax losses carried forward |
| Annual revaluation of | 197,336 | - |
| properties |
| Future tax rate change |
| Balance at 31 December 2024 |
| Future Pension Obligations |
| The main assumptions underlying the calculation of the provision for pensions are: |
| - | Annual pension increases will be 5% (5% in 2023) |
| - | Investment performance will be 1.99% (2.44% in 2023) based upon the return on equity capital employed in the previous three years. |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | 10p | 276,913 | 276,913 |
| 4% Cumulative Preference | £1 | 500 | 59,460 |
| (2023 - 59,460 ) |
| NIL | 5% Cumulative Preference | £1 | - | 21,998 |
| (2023 - 21,998 ) |
| 277,413 | 358,371 |
| The two classes of preference shares carry dividends of 4% and 5% respectively, payable half yearly in arrears on 30 June and 31 December. The dividend rights are cumulative. |
| During the year, all of the 5% preference shares were bought back and cancelled by the company and all but 500 of the 4% preference shares. This was due to not being able to locate the shareholders of those 500 shares. |
| The shares were repurchased due to the potential de-merger. |
| ESTATEWAYS LTD (REGISTERED NUMBER: 00202450) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 22. | RESERVES |
| Capital | Fair |
| Retained | Revaluation | redemption | value |
| earnings | reserve | reserve | reserve | Totals |
| £ | £ | £ | £ | £ |
| At 1 January 2024 | 5,608,122 | 394,399 | 31,102 | 15,202,755 | 21,236,378 |
| Profit for the year | 186,987 | 186,987 |
| Dividends | (429,221 | ) | (429,221 | ) |
| Purchase of own shares | (79,082 | ) | - | 80,958 | - | 1,876 |
| Deferred tax movement | 193,586 | (3,750 | ) | - | (193,586 | ) | (3,750 | ) |
| Revaluations in year | (765,000 | ) | 15,000 | - | 765,000 | 15,000 |
| At 31 December 2024 | 4,715,392 | 405,649 | 112,060 | 15,774,169 | 21,007,270 |
| 23. | PENSION COMMITMENTS |
| During the year the company paid defined benefit pensions to one former director and one surviving spouse of a deceased retired director. There are no further commitments accruing to the existing directors. |
| Provision has been made in the Balance Sheet for the remaining commitment, based upon actuarial calculations. As at 31 December 2024 the provision required was £783,878 (£798,625 as at |
| 31 December 2023). |
| After allowing for the pensions paid by the company during the year an increase in the provision of £174,321 was required for 2024, (£176,664 increase in 2023). These adjustments are reflected in other finance costs in the Statement of Profit, Loss and Other Comprehensive Income. The provision movements and their tax effect are detailed further in Note 20 to the accounts. |
| 24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| There were no transactions with directors that required disclosure during the period. |
| 25. | RELATED PARTY DISCLOSURES |
| During the year the company paid total dividends of £237,522 (2023: £164,790) to its directors. |
| There were no outstanding amounts due in respect of these dividends at either 31 December 2024 or at 31 December 2023. |
| Mr P J Watkins |
| During the year, £138,586 (£104,131 in 2023) was paid to Mr P J Watkins for property maintenance services . Nothing was owed to or from him at 31 December 2024 or 31 December 2023. |
| 26. | ULTIMATE CONTROLLING PARTY |
| There is no single controlling party. |