Company registration number 13600457 (England and Wales)
PROJECT Q TOPCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Affinia
19th Floor
1 Westfield Avenue
London
E20 1HZ
PROJECT Q TOPCO LTD
COMPANY INFORMATION
Directors
L McCloskey
(Appointed 28 May 2025)
D C Heaney
(Appointed 28 May 2025)
Company number
13600457
Registered office
2nd Floor
32-33 Gosfield Street
London
W1W 6HL
Auditor
Affinia (Stratford)
19th Floor
1 Westfield Avenue
London
E20 1HZ
PROJECT Q TOPCO LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 38
PROJECT Q TOPCO LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 1 -

The directors present the strategic report for the year ended 30 September 2023.

Review of the business

Objective

 

From the point of creation in the period the group’s long term objective is to become an established provider of hotel and hospitality and to deliver growth to the shareholders.

 

The group continue to pursue all financial means under management to reach this objective.

 

Key business strategy

In pursuit of the of this objective the Directors will seek to:

 

 

The Group operates in a tough market during a cost of living crisis and post COVID recovery. The strategy of the group is continually evolving to suit the change aspects of the business in order to meet its objectives.

Principal risks and uncertainties

The key risk areas are:

 

The directors consider there to be an appropriate structure in place to plan for and mitigate risks.

 

The group operates in a competitive market . The risks associated with this are mitigated by ensuring the group offers a high quality service across all areas of the business in line with the expectations of the widely recognized brand name and by targeting business customers as well as the tourism sector.

 

The group 's financial instruments comprise cash at bank, borrowings, financial derivatives, trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group 's operations to maintain cash liquidity buffer to mitigate this risk.

 

Customer pricing is under constant review. Excellent customer service and investment of capital expenditures, as well as strong client relationships are used to mitigate this risk.

Future outlook

The group continues to seek further hotel and investment opportunities and is focused on growing the core management team within the organisation. As a result of this the directors believe that the rebounding strength of the UK economy, underlined by the strong locations of the hotel sites within the group will allow for a positive future prospect.

 

PROJECT Q TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 2 -
Key performance indicators

The group uses a number of financial measures to monitor progress against strategies and corporate objectives. These are summarised as follows

                            

                    2023            2022

as restated

                    £'000            £'000

 

Turnover                23,042            17,266

Gross Profit                12,682            10,636

Profit/(Loss) before tax            6,276            (14,457)

Fair value of

investment property            126,300            109,400

Gearing                 99%            104%

EBITDA*                4,914            4,541

 

*Also excludes exceptional items.

 

In addition to financial measures the Directors continue to monitor all other operation business KPI’s including occupancy, health and safety, environmental and other operational KPI’s relevant to the sector.

 

The performance in the period of the group is not an indicator of future requirements.

Promoting the success of the company

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The directors continue to have regard to the interests of the Company’s employees and other stakeholders, the impact of its activities on the community, the environment and the Company’s reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its shareholder in the long term. We believe in a strong set of ethical values, which we believe is reflected in how we interact with our stakeholders. We summarise below how the Directors and management engages with the various stakeholders:

 

Employees

The Company seeks to ensure that all employees, job applications and prospective job applicants, are afforded equality of job opportunity in all areas of employment.

 

The Company fully recognises the Groups responsibility for the health and safety of employees and members of the community in which they work.

 

The Company places considerable value on the involvement of its employees and has continued its practice of keeping them informed of matters affecting them as employees, and on various matters affecting the performance of the Company.

Environmental policy

Climate change and resource scarcity are amongst society’s greatest challenges. The Company is committed to adopting a responsible approach to minimising our operational impact.

Customer engagement

We value our customers, both corporate and individual, and closely monitor our guest feedback and quality matrix.

Key decisions in the year

The Directors key decision was to establish the group in the period and grow accordingly in the period including the relevant establishment of management and controls. This includes the refinance of relevant loans within the group.

PROJECT Q TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 3 -

On behalf of the board

L McCloskey
Director
23 June 2025
PROJECT Q TOPCO LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 30 September 2023.

Principal activities

The principal activity of the company is a holding company and the group is of the management, owning and operation of hotels.

Results and dividends

The results for the year are set out on page 10.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

H A Forusz
(Resigned 28 May 2025)
V Nazarov
(Resigned 28 May 2025)
L McCloskey
(Appointed 28 May 2025)
D C Heaney
(Appointed 28 May 2025)
Auditor

Affinia (Stratford) were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
L McCloskey
D C Heaney
Director
Director
23 June 2025
PROJECT Q TOPCO LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 5 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PROJECT Q TOPCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT Q TOPCO LTD
- 6 -

Qualified opinion

We have audited the financial statements of Project Q Topco Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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, except for the possible effects of the matter described in the basis for qualified opinion section of our audit report, the financial statements:

 

Basis for qualified opinion

The financial statements for the period to 30 September 2021 included a disclaimer of opinion. On this basis, we have been unable to rely on the opening balance position for the period to 30 September 2022 and therefore the comparatives stated within the financial statements. In addition to the above matter, we have also identified a number of exceptional items in the period to 30 September 2023 as detailed in Note 4 of the financial statements on which we were unable to obtain sufficient audit evidence in respects to the allocation and categorisation of the expense within the profit and loss of the entity. It is out opinion that the allocation and categorisation of the exceptional costs in itself do not represent a material misstatement within other areas of the financial statements,

 

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 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 qualified opinion.

Emphasis of Matter

As outlined in note 33, the financial statements of the group have been restated to reflect a change in accounting policy in respect to the classification of freehold properties to investment properties. The impact to the previous period has been included within Note 33.

 

In addition, the financial statements of the parent company for the previous period have been restated to reflect the borrower and lender arrangements with respect to intercompany interest. As such, the agreement reflects that all intercompany interest due payable and repayable are to be added to the principal loan amount both due and receivable over one year. The restatement does not impact the profit and loss or the reserves of the company.

Material uncertainty relating to going concern

We draw attention to Note 1.2 in the financial statements, which indicates subsequent to the year end the group is seeking to restructure its finance further releasing funds for the group. The funding for the group is not legally contracted for the next 12 months and is subject to either refinance, new finance, or extension of existing funding relationship. In addition to this, as set out in note 1.2, the directors are considering the future role of the entity as part of a group restructure. As stated in Note 1.2, these events or conditions, along with other matters as set forth in Note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our audit opinion is not modified, and our audit opinion is not qualified, in respect of this matter.

 

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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

PROJECT Q TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT Q TOPCO LTD
- 7 -

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion sectinos of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 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:

PROJECT Q TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT Q TOPCO LTD
- 8 -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 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.

PROJECT Q TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT Q TOPCO LTD
- 9 -
Richard Lane (Senior Statutory Auditor)
For and on behalf of Affinia (Stratford), Statutory Auditor
Chartered Accountants
19th Floor
1 Westfield Avenue
London
E20 1HZ
23 June 2025
PROJECT Q TOPCO LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 10 -
2023
2022
as restated
Notes
£'000
£'000
Turnover
3
23,042
17,266
Cost of sales
(10,360)
(6,630)
Gross profit
12,682
10,636
Administrative expenses
(9,273)
(7,244)
Other operating income
338
6
Exceptional item
4
(297)
117
Operating profit
5
3,450
3,515
Interest receivable and similar income
8
1,539
-
0
Interest payable and similar expenses
9
(11,478)
(8,950)
Fair value gain/(loss)
10
12,765
(9,022)
Profit/(loss) before taxation
6,276
(14,457)
Tax on profit/(loss)
11
(3,335)
1,403
Profit/(loss) for the financial year
25
2,941
(13,054)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
PROJECT Q TOPCO LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 11 -
2023
2022
as restated
£'000
£'000
Profit/(loss) for the year
2,941
(13,054)
Other comprehensive income
-
-
Total comprehensive income for the year
2,941
(13,054)
Total comprehensive income for the year is all attributable to the owners of the parent company.
PROJECT Q TOPCO LTD
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2023
30 September 2023
- 12 -
2023
2022
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Goodwill
12
11,028
11,993
Tangible assets
13
760
898
Investment property
14
126,300
109,400
138,088
122,291
Current assets
Stocks
17
29
27
Debtors
18
4,426
3,596
Cash at bank and in hand
5,530
4,257
9,985
7,880
Creditors: amounts falling due within one year
19
(9,122)
(7,097)
Net current assets
863
783
Total assets less current liabilities
138,951
123,074
Creditors: amounts falling due after more than one year
20
(122,230)
(112,336)
Provisions for liabilities
Deferred tax liability
22
6,548
3,506
(6,548)
(3,506)
Net assets
10,173
7,232
Capital and reserves
Called up share capital
24
-
0
-
0
Other reserves
25
13,066
3,942
Profit and loss reserves
25
(2,893)
3,290
Total equity
10,173
7,232

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
23 June 2025
L McCloskey
D C Heaney
Director
Director
Company registration number 13600457 (England and Wales)
PROJECT Q TOPCO LTD
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 13 -
2023
2022
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
15
29,632
27,778
29,632
27,778
Current assets
Debtors falling due after more than one year
18
8,867
3,577
Creditors: amounts falling due within one year
19
(1,250)
-
Net current assets
7,617
3,577
Total assets less current liabilities
37,249
31,355
Creditors: amounts falling due after more than one year
20
(37,249)
(31,355)
Net assets
-
0
-
0
Called up share capital
24
-
0
-
0

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the year was £Nil.

The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
23 June 2025
L McCloskey
D C Heaney
Director
Director
Company registration number 13600457 (England and Wales)
PROJECT Q TOPCO LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 14 -
Share capital
Fair value reserve
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
As restated for the period ended 30 September 2022:
Balance at 1 October 2021
-
0
8,151
12,135
20,286
Year ended 30 September 2022:
Loss and total comprehensive income
-
-
(13,054)
(13,054)
Transfers
-
-
4,209
4,209
Revaluation of investment property net of tax
-
(4,209)
-
(4,209)
Balance at 30 September 2022
-
3,942
3,290
7,232
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
2,941
2,941
Transfers
-
-
(9,124)
(9,124)
Revaluation of investment property net of tax
-
9,124
-
9,124
Balance at 30 September 2023
-
0
13,066
(2,893)
10,173
PROJECT Q TOPCO LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
As restated for the period ended 30 September 2022:
Balance at 1 October 2021
-
0
-
0
-
Year ended 30 September 2022:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 30 September 2022
-
0
-
-
0
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
-
0
Balance at 30 September 2023
-
0
-
-
0
PROJECT Q TOPCO LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 16 -
2023
2022
as restated
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
31
3,586
9,682
Interest paid
(11,478)
(8,950)
Income taxes paid
(54)
-
0
Net cash (outflow)/inflow from operating activities
(7,946)
732
Investing activities
Purchase of tangible fixed assets
(64)
(74)
Purchase of investment property
(4,135)
(2,291)
Interest received
1,539
-
0
Net cash used in investing activities
(2,660)
(2,365)
Financing activities
Proceeds from borrowings
5,894
4,192
Proceeds from new bank loans
4,735
1,080
Repayment of bank loans
1,250
-
Net cash generated from financing activities
11,879
5,272
Net increase in cash and cash equivalents
1,273
3,639
Cash and cash equivalents at beginning of year
4,257
618
Cash and cash equivalents at end of year
5,530
4,257
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 17 -
1
Accounting policies
Company information

Project Q Topco Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor 32-33 Gosfield Street, Fitzrovia, London, United Kingdom, W1W 6HL.

 

The group consists of Project Q Topco Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Project Q Topco Ltd together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 30 September 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the parent company and Group have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

The directors foresee the going concern of the business for 12 months from the approval of the financial statements based on the ongoing strong performance of the underlying trading entities of the group, alongside the value of the properties that support the trading structure of the group. With the ongoing support of external lenders in order to support the financial base of the business and fund any required capital work the directors are confident that the strength of the tangible and trading assets are to only improve in the foreseeable future. This will ensure that the group of entities and this company will be able to meet and manage relevant financial and non-financial commitments for the foreseeable future.

 

The directors have been able to call on additional funding in the period from the ultimate parent company and its loan note holders to support the payment of interest in the wider group structure, and furthermore is able to draw down on funds into to continue the development of the Waterloo site as per the related party accounts. It is this continued financial support that is able to sustain the going concern of the group of companies.

 

The Group is actively seeking to refinance its existing finance arrangements, however at this stage, the refinancing arrangements are yet to be formalised. There is hence uncertainty which has been outlined as a material uncertainty over going concern. Furthermore, the directors are currently seeking to review the structure of the organisation in line with the new refinance and will assess all entities within the structure.

Furthermore, the directors are aware of external factors and change in economic environments that will have an impact on the business and its related entities. To this extent they are actively working alongside relevant industry specialists, and external partners, such as HM Revenue & Customs in order to overcome and resolve these issues as they arise.

 

As such, due to the ongoing support of the main lenders of the group entities, the financial and continued support of the shareholders and directors of the business, and underlying performance of the business and asset value, the directors are confident that the company is a going concern for 12 months from the date of signing of the balance sheet.

 

1.5
Turnover

Group

Turnover represents amounts receivable in respect of the provision of hotel accommodation, conference facilities, food, beverages and golf income during the year, excluding VAT. Income for accommodation is recognised on a daily basis of the customers use of the hotel. Income related to Conference Facilities is recognised on the date the facility is used. Food and Beverage income is recognised at the point of sale to the customer. Income related to golf sales is recognised on a daily basis of the customers use of the golf course. Income related to the health club is recognised on the date the customer uses the facility.

Company

The company has no Turnover. Income relates to interest charged to subsidiary undertakings, and is accrued daily.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
5 years straight line
Plant and equipment
5 years straight line
Fixtures and fittings
5 - 10 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 22 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 23 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 24 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 25 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

 

Group

Property valuations

Tangible fixed assets includes properties which are held at fair value. These fair values were determined by independent valuation on 11 December 2023. It is the director's judgement that there are no material alterations to the carrying value since this date to the date of the financial statements.

Goodwill

The entity has capitalised goodwill on the acquisition of the subsidiary companies and assigned a useful economic life of 10 years. This is considered an appropriate estimate based on the expected life of the asset. There are also no signs of impairment of this goodwill at the year end.

Bad debt provision

Provision is made for bad debts. This requires management's best estimate of the value of payments expected to be received in the future. In addition, the timing of the cash flows require management's judgement.

Stock provision

Judgement is required from management to determine the costs to be incurred to sell the stock and thereby determine the net realisable value of the stock at the year end and any provision that may be required for impairment of the stock.

Company

 

Impairment of group loans

The company makes an estimate of the recoverable value of group loans. When assessing the impairment of group loans management considers whether there is objective evidence of impairment including:

 

3
Turnover and other revenue
2023
2022
£'000
£'000
Turnover analysed by class of business
Hotel and related activity
23,042
17,266
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
3
Turnover and other revenue
(Continued)
- 26 -
2023
2022
£'000
£'000
Turnover analysed by geographical market
United Kingdom
23,042
17,266
2023
2022
£'000
£'000
Other revenue
Interest income
1,539
-
Grants received
-
6
4
Exceptional item
2023
2022
£'000
£'000
Income
Exceptional items
-
(491)
Expenditure
Exceptional items
297
374
297
(117)

2023

 

Exceptional items categorised as expenditure relate to write-offs and historical adjustments to balances in the balance sheet subject to allocation and categorisation in the profit and loss of the financial statements.

 

2022

 

Exceptional items categorised as expenditure relate to ongoing adjustments made on acquisition of the subsidiary undertakings.

 

Exceptional items categorised as income relate to unknown credits to the profit and loss.

5
Operating profit
2023
2022
£'000
£'000
Operating profit for the year is stated after charging/(crediting):
Government grants
-
(6)
Depreciation of owned tangible fixed assets
202
187
Amortisation of intangible assets
965
965
Operating lease charges
1,269
1,180
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 27 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor
£'000
£'000
For audit services
Audit of the financial statements of the group and company
5
5
Audit of the financial statements of the company's subsidiaries
70
70
75
75
For other services
All other non-audit services
15
15
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
2
2
2
2
Hotel Staff
124
113
-
-
Hotel Managers
2
1
-
-
Total
128
116
2
2

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Wages and salaries
3,759
3,378
-
0
-
0
Social security costs
71
88
-
-
Pension costs
23
18
-
0
-
0
3,853
3,484
-
0
-
0
8
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest on bank deposits
28
-
0
Interest from interest rate swaps
1,511
-
Total income
1,539
-
0
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 28 -
9
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest on bank overdrafts and loans
7,392
5,536
Interest payable to group undertakings
4,041
3,414
Other interest
45
-
Total finance costs
11,478
8,950
10
Amounts written off investments
2023
2022
£'000
£'000
Changes in the fair value of investment properties
12,765
(9,022)
11
Taxation
2023
2022
as restated
£'000
£'000
Current tax
UK corporation tax on profits for the current period
294
-
0
Deferred tax
Origination and reversal of timing differences
3,041
(1,403)
Total tax charge/(credit)
3,335
(1,403)

On 1 April 2023 the main rate of corporation tax in the UK increased from 19% to 25%.

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
as restated
£'000
£'000
Profit/(loss) before taxation
6,276
(14,457)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
1,569
(2,747)
Unutilised tax losses carried forward
(1,275)
2,747
Change in unrecognised deferred tax assets or liabilities
3,041
(1,403)
Taxation charge/(credit)
3,335
(1,403)
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 29 -
12
Intangible fixed assets
Group
Goodwill
£'000
Cost
At 1 October 2022 and 30 September 2023
13,029
Amortisation and impairment
At 1 October 2022
1,036
Amortisation charged for the year
965
At 30 September 2023
2,001
Carrying amount
At 30 September 2023
11,028
At 30 September 2022
11,993
The company had no intangible fixed assets at 30 September 2023 or 30 September 2022.

Goodwill arose upon the formation of the group on 10 September 2021.

13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£'000
£'000
£'000
£'000
Cost
At 1 October 2022
-
0
-
0
1,085
1,085
Additions
37
3
24
64
At 30 September 2023
37
3
1,109
1,149
Depreciation and impairment
At 1 October 2022
-
0
-
0
187
187
Depreciation charged in the year
-
0
-
0
202
202
At 30 September 2023
-
0
-
0
389
389
Carrying amount
At 30 September 2023
37
3
720
760
At 30 September 2022
-
0
-
0
898
898
The company had no tangible fixed assets at 30 September 2023 or 30 September 2022.
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 30 -
14
Investment property
Group
Company
2023
2023
as restated
£'000
£'000
Fair value
At 1 October 2022 and 30 September 2023
109,400
-
Additions
4,135
-
Revaluations
12,765
-
At 30 September 2023
126,300
-

Investment property comprises of freehold property valued at £126,300,000. The fair value of the investment property has been arrived at on the basis of a valuation carried out by Cushman & Wakefield on 11 December 2023, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£'000
£'000
£'000
£'000
Loans to subsidiaries
16
-
0
-
0
29,632
27,778
Movements in fixed asset investments
Company
Loans to subsidiaries
£'000
Cost or valuation
At 1 October 2022
27,778
Additions
1,854
At 30 September 2023
29,632
Carrying amount
At 30 September 2023
29,632
At 30 September 2022
27,778
16
Subsidiaries

Details of the company's subsidiaries at 30 September 2023 are as follows:

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
16
Subsidiaries
(Continued)
- 31 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Project Q Holdco Ltd
2nd Floor 32-33, Gosfield Street, London, England, W1W 6HL
Holding company
Ordinary
100.00
-
Project Q Mezz Ltd
2nd Floor 32-33, Gosfield Street, London, England, W1W 6HL
Holding company
Ordinary
0
100.00
Project Q Senior Ltd
2nd Floor 32-33, Gosfield Street, London, England, W1W 6HL
Holding company
Ordinary
0
100.00
DT York Limited
2nd Floor 32-33, Gosfield Street, London, England, W1W 6HL
Holding company
Ordinary
0
100.00
HH Waterloo Opco Limited
2nd Floor 32-33, Gosfield Street, London, England, W1W 6HL
Operation and management of hotels
Ordinary
0
100.00
DT York Opco Limited
2nd Floor 32-33, Gosfield Street, London, England, W1W 6HL
Operation and management of hotels
Ordinary
0
100.00
HH Waterloo Holdco Limited
Oriel House, York Lane, St Helier, Jersey, JE2 4YH
Holding company
Ordinary
0
100.00
HH Waterloo Propco Limited
Oriel House, York Lane, St Helier, Jersey, JE2 4YH
Hotel property holding company
Ordinary
0
100.00
DT York Propco Limited
Oriel House, York Lane, St Helier, Jersey, JE2 4YH
Hotel property holding company
Ordinary
0
100.00
17
Stocks
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Finished goods and goods for resale
29
27
-
0
-
0
18
Debtors
Group
Company
2023
2022
2023
2022
as restated
Amounts falling due within one year:
£'000
£'000
£'000
£'000
Trade debtors
334
316
-
0
-
0
Other debtors
1,967
2,497
-
0
-
0
Prepayments and accrued income
875
783
-
0
-
0
3,176
3,596
-
-
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
7,617
3,577
Amount owed by related parties
1,250
-
0
1,250
-
0
1,250
-
8,867
3,577
Total debtors
4,426
3,596
8,867
3,577
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
18
Debtors
(Continued)
- 32 -

Amounts in the company due over one year from related entities carry an interest rate of 14.5% per annum, accruing daily. The rate is considered appropriate in accordance with the arms length principle of the OECD guidelines. The debt is repayable 5 years from the date of issuance of the debt.

19
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
as restated
as restated
Notes
£'000
£'000
£'000
£'000
Bank loans
21
3,371
1,386
1,250
-
0
Trade creditors
1,744
1,706
-
0
-
0
Corporation tax payable
359
120
-
0
-
0
Other taxation and social security
1,092
2,380
-
-
Other creditors
898
729
-
0
-
0
Accruals and deferred income
1,658
776
-
0
-
0
9,122
7,097
1,250
-
20
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
as restated
as restated
Notes
£'000
£'000
£'000
£'000
Bank loans and overdrafts
21
84,980
80,980
-
0
-
0
Other borrowings
21
37,250
31,356
37,249
31,355
122,230
112,336
37,249
31,355
21
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Bank loans
88,351
82,366
1,250
-
0
Loans from group undertakings
37,250
31,356
37,249
31,355
125,601
113,722
38,499
31,355
Payable within one year
3,371
1,386
1,250
-
0
Payable after one year
122,230
112,336
37,249
31,355
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 33 -
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
as restated
Group
£'000
£'000
Revaluations
6,548
3,506
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£'000
£'000
Liability at 1 October 2022
3,506
-
Charge to profit or loss
3,042
-
Liability at 30 September 2023
6,548
-
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
23
18

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2023
2022
2023
2022
Number
Number
£'000
£'000
Ordinary shares of £1 each
1
1
-
-

 

25
Reserves
Fair value reserve

The fair value reserve includes the cumulative effect of all fair value adjustments to investment property.

Profit and loss reserves

The profit and loss reserve includes all current and prior retained profits and losses.

PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 34 -
26
Financial commitments, guarantees and contingent liabilities

Group

 

The long term debt of £29.63 million (2022: £27.78 million) relates to a loan from parent company Conquer Dawn Ltd, repayable in full on 10 September 2026. Interest payable is agreed at 10% per annum to 31 December 2021, 12.5% per annum up to 31 December 2022 and 14.5% per annum thereafter, accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.

 

The long term debt of £6 million (2022: £6 million) relates to an amount owed to London and Regional Properties Limited. From 10 September 2021 the lender held fixed and floating charges covering this company and all group company property and undertakings. The interest rate on this loan is 12% and it is repayable on the 10 September 2024 in full.

 

The long term debt of £79 million (2022: £75 million) relates to a loan from BTL Commercial lending, repayable in full on 10 September 2025. Interest payable is agreed at the daily sterling overnight index average (SONIA) as set by the Bank of England and a margin of 5.65% plus floor 0.05%.

 

The group has two fixed charges dated on 10 September 2021 with Trimont Real Estate Advisors UK Ltd (as a Security Agent). This is in relation to a facility agreements entered by Project Q Senior Ltd and Project Q Mezz Ltd. The charge contains negative pledges, fixed charge and floating charges covering this company and all group company property and undertakings.

 

Company

 

On 28 June 2023 a share charge was raised with Inspirus Capital Management limited. This charge contains a fixed charge and a negative pledge. This was subsequently satisfied after the balance sheet date on 7 May 2024.

27
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£'000
£'000
£'000
£'000
Expansion of freehold property
-
4,000
-
-
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 35 -
28
Events after the reporting date

Group

 

On 29 January 2024, and 2 July 2024 London & Regional Properties Limited applied for additional charges in line with the terms set out in note 26 of the accounts.

 

The charges issued and previously held by London & Regional Properties Limited and Trimont Real Estate Advisors UK Ltd were satisfied on 5 June 2025 and 9 June 2025 respectively.

 

From 28 May 2025 Cbre Loan Services Limited hold a charge over the fixed and floating charges covering all group company property and undertakings.

 

Company

 

On 28 June 2023 a share charge was raised with Inspirus Capital Management limited. This charge contains a fixed charge and a negative pledge. This was subsequently satisfied after the balance sheet date on 7 May 2024.

 

On 7 October 2024, Project Q Interco Ltd was incorporated with Project Q Topco Ltd being the sole shareholder. The shareholding in Project Q Holdco Ltd was transferred from Project Q Topco Ltd to Project Q Interco Ltd on this date.

 

On 10 October 2024 a charge was raised with ROMX Limited. This charge is in relation to a loan facility agreement which contains and fixed and negative pledge.

29
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£'000
£'000
Group
Amounts owed to parent undertaking
37,249
31,355
Company
Amounts owed to group undertaking
37,249
31,355

 

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
£'000
£'000
Group
Amounts owed by related undertakings
1,250
-
Company
Amounts owed by subsidiary undertaking
37,249
31,355
Amounts owed by related undertakings
1,250
-
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 36 -
30
Controlling party

At the balance sheet date, the immediate and ultimate parent company of Project Q Topco Ltd was Conquer Dawn Limited. The registered office is 2nd Floor, Palmerston House, Denzille Lane, Dublin, Ireland. The consolidated financial statements of the group are available from the registered office.

 

This is both the smallest and largest point of consolidation for the group above these consolidated financial statements.

 

There are no ultimate controlling parties.

 

Subsequent to the year end, on 28 May 2025, the shares held by Conquer Dawn Limited were transferred to European Real Estate Investment Issuer Designated Activity Company becoming the new immediate and ultimate parent company. The registered office is 1 Francis Street, Dundalk, Louth, Ireland.

 

There remains no ultimate controlling parties.

 

 

31
Cash generated from group operations
2023
2022
£'000
£'000
Profit/(loss) after taxation
2,941
(13,054)
Adjustments for:
Taxation charged/(credited)
3,335
(1,403)
Finance costs
11,478
8,950
Investment income
(1,539)
-
0
Fair value (gain)/loss on investment properties
(12,765)
9,022
Amortisation and impairment of intangible assets
965
965
Depreciation and impairment of tangible fixed assets
202
187
Movements in working capital:
Increase in stocks
(2)
(18)
(Increase)/decrease in debtors
(830)
3,461
(Decrease)/increase in creditors
(199)
1,572
Cash generated from operations
3,586
9,682
32
Analysis of changes in net debt - group
1 October 2022
Cash flows
30 September 2023
£'000
£'000
£'000
Cash at bank and in hand
4,257
1,273
5,530
Borrowings excluding overdrafts
(113,722)
(11,879)
(125,601)
(109,465)
(10,606)
(120,071)
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 37 -
33
Prior period adjustment

Group

 

During the current financial period, the directors have adapted their accounting policies with respects to the classification of its freehold properties, which are now treated as investment properties.

 

This has impacted the financial statements of prior periods, specifically the reversal of previous depreciation charged and accounting for a revaluation.

 

As a result, in accordance with FRS 102 the financial statements for the prior periods presented in this report have been restated and the restatement applied retrospectively to correct the change in accounting policy and to reflect the accurate fair value of the investment property.

 

Company

 

The financial statements for the previous period have been restated to reflect the borrower and lender arrangements with respect to intercompany interest. As such, the agreement reflects that all intercompany interest due payable and repayable are to be added to the principal loan amount both due and receivable over one year. The restatement does not impact the profit and loss or reserves of the company.

Reconciliation of changes in equity - group
1 October
30 September
2021
2022
£'000
£'000
Adjustments to prior year
Accumulated depreciation written back
17,630
2,288
Investment property fair value adjustment
-
(9,022)
Deferred taxation
-
1,403
Total adjustments
17,630
(5,331)
Equity as previously reported
2,656
12,563
Equity as adjusted
20,286
7,232
Analysis of the effect upon equity
Other reserves
-
(4,209)
Profit and loss reserves
17,630
(1,122)
17,630
(5,331)
PROJECT Q TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
33
Prior period adjustment
(Continued)
- 38 -
Reconciliation of changes in loss for the previous financial period
2022
£'000
Adjustments to prior year
Accumulated depreciation written back
2,288
Investment property fair value adjustment
(9,022)
Deferred taxation
1,403
Total adjustments
(5,331)
Loss as previously reported
(7,723)
Loss as adjusted
(13,054)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
2022
£'000
Adjustments to prior year
Total adjustments
-
Profit as previously reported
-
Profit as adjusted
-
2023-09-302022-10-01falsefalseCCH SoftwareCCH Accounts Production 2025.100H A ForuszV NazarovL McCloskeyD C Heaneyfalse13600457bus:Consolidated2022-10-012023-09-30136004572022-10-012023-09-3013600457bus:Director32022-10-012023-09-3013600457bus:Director42022-10-012023-09-3013600457bus:Director12022-10-012023-09-3013600457bus:Director22022-10-012023-09-3013600457bus:RegisteredOffice2022-10-012023-09-30136004572023-09-3013600457bus:Consolidated2023-09-3013600457bus:Consolidated2021-10-012022-09-3013600457bus:Consolidated12022-10-012023-09-3013600457bus:Consolidated12021-10-012022-09-30136004572021-10-012022-09-3013600457core:Goodwillbus:Consolidated2023-09-3013600457core:Goodwillbus:Consolidated2022-09-3013600457bus:Consolidated2022-09-3013600457core:LeaseholdImprovementsbus:Consolidated2023-09-3013600457core:PlantMachinerybus:Consolidated2023-09-3013600457core:FurnitureFittingsbus:Consolidated2023-09-3013600457core:LeaseholdImprovementsbus:Consolidated2022-09-3013600457core:PlantMachinerybus:Consolidated2022-09-3013600457core:FurnitureFittingsbus:Consolidated2022-09-30136004572022-09-3013600457core:ShareCapitalbus:Consolidated2023-09-3013600457core:ShareCapitalbus:Consolidated2022-09-3013600457core:OtherMiscellaneousReservebus:Consolidated2023-09-3013600457core:OtherMiscellaneousReservebus:Consolidated2022-09-3013600457core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-09-3013600457core:ShareCapital2023-09-3013600457core:ShareCapital2022-09-3013600457core:ShareCapitalbus:Consolidated2021-09-30136004572021-09-3013600457core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-09-3013600457core:ShareCapital2021-09-3013600457core:RetainedEarningsAccumulatedLosses2021-09-3013600457core:Non-currentFinancialInstruments2023-09-3013600457core:Non-currentFinancialInstruments2022-09-3013600457bus:Consolidated2021-09-3013600457core:Goodwill2022-10-012023-09-3013600457core:LeaseholdImprovements2022-10-012023-09-3013600457core:PlantMachinery2022-10-012023-09-3013600457core:FurnitureFittings2022-10-012023-09-3013600457core:UKTaxbus:Consolidated2022-10-012023-09-3013600457core:UKTaxbus:Consolidated2021-10-012022-09-3013600457core:Goodwillbus:Consolidated2022-09-3013600457core:Goodwillbus:Consolidated2022-10-012023-09-3013600457core:LeaseholdImprovementsbus:Consolidated2022-09-3013600457core:PlantMachinerybus:Consolidated2022-09-3013600457core:FurnitureFittingsbus:Consolidated2022-09-3013600457bus:Consolidated2022-09-3013600457core:LeaseholdImprovementsbus:Consolidated2022-10-012023-09-3013600457core:PlantMachinerybus:Consolidated2022-10-012023-09-3013600457core:FurnitureFittingsbus:Consolidated2022-10-012023-09-3013600457core:Subsidiary12022-10-012023-09-3013600457core:Subsidiary22022-10-012023-09-3013600457core:Subsidiary32022-10-012023-09-3013600457core:Subsidiary42022-10-012023-09-3013600457core:Subsidiary52022-10-012023-09-3013600457core:Subsidiary62022-10-012023-09-3013600457core:Subsidiary72022-10-012023-09-3013600457core:Subsidiary82022-10-012023-09-3013600457core:Subsidiary92022-10-012023-09-3013600457core:Subsidiary112022-10-012023-09-3013600457core:Subsidiary222022-10-012023-09-3013600457core:Subsidiary332022-10-012023-09-3013600457core:Subsidiary442022-10-012023-09-3013600457core:Subsidiary552022-10-012023-09-3013600457core:Subsidiary662022-10-012023-09-3013600457core:Subsidiary772022-10-012023-09-3013600457core:Subsidiary882022-10-012023-09-3013600457core:Subsidiary992022-10-012023-09-3013600457core:CurrentFinancialInstruments2023-09-3013600457core:CurrentFinancialInstruments2022-09-3013600457core:CurrentFinancialInstrumentsbus:Consolidated2023-09-3013600457core:CurrentFinancialInstrumentsbus:Consolidated2022-09-3013600457core:Non-currentFinancialInstrumentsbus:Consolidated2023-09-3013600457core:Non-currentFinancialInstrumentsbus:Consolidated2022-09-3013600457core:WithinOneYearbus:Consolidated2023-09-3013600457core:WithinOneYearbus:Consolidated2022-09-3013600457core:CurrentFinancialInstrumentscore:WithinOneYear2023-09-3013600457core:CurrentFinancialInstrumentscore:WithinOneYear2022-09-3013600457core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-09-3013600457core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-09-3013600457core:Non-currentFinancialInstrumentscore:AfterOneYear2023-09-3013600457core:Non-currentFinancialInstrumentscore:AfterOneYear2022-09-3013600457core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-09-3013600457core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-09-3013600457bus:PrivateLimitedCompanyLtd2022-10-012023-09-3013600457bus:FRS1022022-10-012023-09-3013600457bus:Audited2022-10-012023-09-3013600457bus:ConsolidatedGroupCompanyAccounts2022-10-012023-09-3013600457bus:FullAccounts2022-10-012023-09-30xbrli:purexbrli:sharesiso4217:GBP