Company registration number 02852629 (England and Wales)
NEWPORT HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
NEWPORT HOLDINGS LIMITED
COMPANY INFORMATION
Directors
D A Pearlman
M R Goldberger
H A Pearlman
A E Bliss
(Appointed 19 December 2023)
J N Thomson
(Appointed 19 December 2023)
W P Tuffy
(Appointed 19 December 2023)
Secretary
M R Goldberger
H A Pearlman
Company number
02852629
Registered office
Quadrant House - Floor 6
4 Thomas More Square
London
E1W 1YW
Auditor
UHY Hacker Young
Quadrant House
4 Thomas More Square
London
E1W 1YW
Business address
1st Floor
9 White Lion Street
London
N1 9PD
Bankers
Barclays Bank Plc
Floor 27
1 Churchill Place
London
E14 5HP
Aviva Commercial Finance Limited
P O Box 21
Surrey Street
Norwhich
NR1 3NJ
Solicitors
Hamlins
1 Kingsway
London
WC2B 6AN
NEWPORT HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8 - 9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
NEWPORT HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 30 September 2024.
Principal activities
The principal activity of the company continued to be that of property investment.
Results and dividends
No dividends were paid during the year (2023: £5,482,830). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
D A Pearlman
M R Goldberger
H A Pearlman
A E Bliss
(Appointed 19 December 2023)
J N Thomson
(Appointed 19 December 2023)
W P Tuffy
(Appointed 19 December 2023)
Future developments
The directors intend to maintain the current operations of the company for the foreseeable future.
Auditor
The auditor, UHY Hacker Young, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
NEWPORT HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
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 company’s auditor 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 company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
M R Goldberger
Director
23 June 2025
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWPORT HOLDINGS LIMITED
- 3 -
Opinion
We have audited the financial statements of Newport Holdings Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 the financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWPORT HOLDINGS LIMITED (CONTINUED)
- 4 -
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:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has 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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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 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.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWPORT HOLDINGS LIMITED (CONTINUED)
- 5 -
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding using our general commercial and sector experience and through discussion with the Directors and other senior management of the legal and regulatory framework applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We enquired of management and the Directors as to their identification of any non-compliance with laws or regulations, or any actual or potential claims. We performed our own checks of compliance with relevant areas identified which included financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation, health & safety and anti-money laundering. We communicated identified laws and regulations and potential fraud risks throughout our team and remained alert to any indications of non-compliance or fraud throughout the audit. We agreed the financial statement disclosures to underlying supporting documentation to assess compliance with those laws and regulations having an impact on the financial statements. We reviewed Board meeting minutes and enquired of the Directors and management as to the risks of non-compliance and any instances thereof. We challenged assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the property valuations by reviewing the rental yields per property against market yields as per industry reports.
In relation to the risk of management override of internal controls, we undertook procedures to review journal entries processed up to the year end and evaluated whether there was a risk of material misstatement due to fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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.
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.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWPORT HOLDINGS LIMITED (CONTINUED)
- 6 -
Jessica Moorghen
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
24 June 2025
Chartered Accountants
Statutory Auditor
NEWPORT HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
6,265,039
7,138,485
Cost of sales
(1,670,703)
(1,274,801)
Gross profit
4,594,336
5,863,684
Administrative expenses
(180,371)
(69,914)
Profit on disposal of investment property
99,825
(2,559)
Operating profit
4,513,790
5,791,211
Other interest receivable and similar income
23,231
54,202
Other interest payable and similar expenses
(2,694,220)
(3,280,039)
Fair value gains and (losses) on investment properties
5
(5,672,239)
(5,021,675)
Loss before taxation
(3,829,438)
(2,456,301)
Tax on loss
4
(160,427)
(568,404)
Loss for the financial year
(3,989,865)
(3,024,705)
NEWPORT HOLDINGS LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment properties
5
99,500,000
105,640,000
Investments
6
9,858,590
9,858,590
109,358,590
115,498,590
Current assets
Debtors
8
24,252,239
37,975,566
Cash at bank and in hand
1,365,871
1,646,128
25,618,110
39,621,694
Creditors: amounts falling due within one year
9
(11,646,704)
(10,327,879)
Net current assets
13,971,406
29,293,815
Total assets less current liabilities
123,329,996
144,792,405
Creditors: amounts falling due after more than one year
10
(48,943,322)
(66,411,855)
Provisions for liabilities
12
(869,532)
(873,543)
Net assets
73,517,142
77,507,007
Capital and reserves
Called up share capital
14
5,339,603
5,339,603
Share premium account
19,926,057
19,926,057
Other equity reserve
3,034,421
8,078,902
Capital redemption reserve
138,000
138,000
Profit and loss reserves
45,079,061
44,024,445
Total equity
73,517,142
77,507,007
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
NEWPORT HOLDINGS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 SEPTEMBER 2024
30 September 2024
- 9 -
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:
M R Goldberger
Director
Company Registration No. 02852629
NEWPORT HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
Share capital
Share premium account
Other equity reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 October 2022
5,339,603
19,926,057
12,462,577
138,000
48,148,305
86,014,542
Year ended 30 September 2023:
Loss and total comprehensive income for the year
-
-
-
-
(3,024,705)
(3,024,705)
Dividends
-
-
-
-
(5,482,830)
(5,482,830)
Transfers
-
-
(4,383,675)
-
4,383,675
-
Balance at 30 September 2023
5,339,603
19,926,057
8,078,902
138,000
44,024,445
77,507,007
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
-
-
-
(3,989,865)
(3,989,865)
Transfers
-
-
(5,044,481)
-
5,044,481
-
Balance at 30 September 2024
5,339,603
19,926,057
3,034,421
138,000
45,079,061
73,517,142
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
1
Accounting policies
Company information
Newport Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Quadrant House - Floor 6, 4 Thomas More Square, London, E1W 1YW.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The financial statements have been prepared under the historical cost convention modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Structadene Ltd. These consolidated financial statements are available from its registered office, Quadrant House - Floor 6, 4 Thomas More Square, London, E1W 1YW.
1.2
Turnover
Turnover represents rents, insurance receivable and service charges receivable, net of VAT.
Revenue is recognised at the point where the benefit of the service provided is transferred to the customer.
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Investment properties
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. The surplus or deficit on revaluation is recognised in the profit and loss account.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
1.6
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.7
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
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 company 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.
1.8
Equity instruments
Equity instruments issued by the company 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 company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.9
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 company’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 taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.
1.10
Deferred finance costs
Debt issue costs treated as finance costs are accounted for as reductions in the proceeds of debt instruments. Finance costs of debt instruments are recognised in the profit and loss account over the term of the debt at a constant rate on the carrying amount of the debt.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Estimates - investment properties
Investment properties are valued annually at fair value. Fair value is ascertained through review of a number of factors and information flows, including market knowledge, recent market movements, recent sales of similar properties, historical experience, and rent levels and cash flows of cash for the respective investment property. There is an inevitable degree of judgement involved and value can be only reliably tested ultimately in the market itself. Given the property market knowledge and expertise of the directors, no third party valuation has been considered necessary unless required by the lenders.
Estimates – investments
Investments held as fixed assets are stated at cost less any provision for impairment. Directors have assessed the recoverability of investments made and economic benefit of the investments based on the market conditions, economic forecasts and cashflow estimates.
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
4
Taxation
Note
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
164,438
565,000
Adjustments in respect of prior periods
(6,540)
Total current tax
164,438
558,460
Deferred tax
Origination and reversal of timing differences
13
(4,011)
9,944
Total tax charge
160,427
568,404
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
4
Taxation
(Continued)
- 16 -
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(3,829,438)
(2,456,301)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.00%)
(957,360)
(540,386)
Tax effect of expenses that are not deductible in determining taxable profit
4,794
Adjustments in respect of prior years
3,188
1,348
Group relief
(277,591)
Other tax adjustments
1,863
Deferred tax rate adjustment
247
Deferred tax not provided for
1,418,060
1,104,769
Capital gains transfers
156,793
112,948
Capital disposals
(187,457)
(112,385)
Taxation charge for the year
160,427
568,404
5
Investment properties
Investment properties Freehold
Investment properties Leasehold
Total
£
£
£
Valuation
At 1 October 2023
98,915,000
6,725,000
105,640,000
Additions
182,239
182,239
Disposals
(650,000)
(650,000)
Revaluation
(5,847,239)
175,000
(5,672,239)
At 30 September 2024
93,250,000
6,250,000
99,500,000
Carrying amount
At 30 September 2024
93,250,000
6,250,000
99,500,000
At 30 September 2023
98,915,000
6,725,000
105,640,000
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
5
Investment properties
(Continued)
- 17 -
During the year ended 30 September 2024, there were a number of changes of fair values arising from the revaluation of the Company’s investment properties.
The fair value of the investment property has been arrived at on the basis of a valuation carried out as at 30 September 2024 by the Directors who are considered to have sufficient industry experience. The Directors are also employees of the company’s parent Structadene Limited and are hence connected to the company. The valuation was made on an open market basis by reference to market evidence of transaction prices for similar properties.
A legal charge is held over one of the investment properties as part of borrowings taken out by Shardell Limited, a fellow subsidiary company.
The company, together with Structadene Limited, Maiden Lane Estates Limited, Cosmichome Limited, Carlton Real Estates Developments Limited, First London Investments Limited, Newport (Oban) Limited, Islington Holdings LLP and D A Pearlman entered a cross guarantee in favour of Nationwide Building Society (NBS) on the current and future borrowings owing to NBS by Shardell Limited.
6
Fixed asset investments
2024
2023
£
£
Investments
9,858,590
9,858,590
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 October 2023 & 30 September 2024
9,858,590
Carrying amount
At 30 September 2023 & 30 September 2024
9,858,590
7
Subsidiaries
Details of the company's subsidiaries at 30 September 2024 are as follows:
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
7
Subsidiaries
(Continued)
- 18 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Barkwest Ltd
England and Wales
Ordinary
100.00
Cabot Investments Ltd
England and Wales
Ordinary
100.00
Carlton Real Estate Developments Ltd
England and Wales
Ordinary
100.00
First London Group Properties Ltd
England and Wales
Ordinary
100.00
First London Holdings Ltd
England and Wales
Ordinary
100.00
First London Investments Ltd
England and Wales
Ordinary
100.00
Newport (Oban) Ltd
England and Wales
Ordinary
100.00
Totsbridge Ltd
England and Wales
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Barkwest Ltd
8,346,633
Cabot Investments Ltd
517,001
Carlton Real Estate Developments Ltd
5,214,518
426,597
First London Group Properties Ltd
301,791
First London Holdings Ltd
1,001
First London Investments Ltd
5,503,359
607,122
Newport (Oban) Ltd
1,972,538
530,871
Totsbridge Ltd
10,652,703
743,914
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
355,939
406,681
Amount due from parent and fellow group undertaking
18,533,134
31,186,727
Amounts due from subsidiary undertakings
1,105,973
1,062,882
Amounts due from fellow group undertakings
3,843,339
4,879,249
Amount due from related parties
46,469
44,465
Other debtors
11,611
-
Prepayments and accrued income
355,774
395,562
24,252,239
37,975,566
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 19 -
9
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
11
3,934,391
2,459,290
Trade creditors
70,803
49,405
Amounts owed to group undertakings
5,186,025
4,305,822
Corporation tax
161,248
564,998
Other taxation and social security
185,785
372,752
Other creditors
246,826
222,044
Accruals and deferred income
1,861,626
2,353,568
11,646,704
10,327,879
10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
11
48,943,322
66,411,855
11
Loans and overdrafts
2024
2023
£
£
Bank loans
52,722,525
68,846,131
Bank overdrafts
155,188
25,014
52,877,713
68,871,145
Payable within one year
3,934,391
2,459,290
Payable after one year
48,943,322
66,411,855
Bank loans are secured by fixed and floating charges over the company's investment properties, and by properties held by subsidiary undertakings. The directors' valuation of these properties, and the properties, some of which are held with other subsidiary entities, that are held as security over the bank loans amounted to £124,475,000 at the year end date. The loans carry interest on normal commercial terms at rates between 5.61% - 6.31% per annum. Repayments are made on normal commercial terms.
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 20 -
12
Provisions for liabilities
2024
2023
£
£
Deferred tax liabilities
13
869,532
873,543
13
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
869,532
873,543
2024
Movements in the year:
£
Liability at 1 October 2023
873,543
Credit to profit or loss
(4,011)
Liability at 30 September 2024
869,532
The deferred tax liability set out above is expected to reverse over future trading periods and relates to accelerated capital allowances and revaluation gains that are expected to mature within the same period.
14
Called up share capital
2024
2023
Ordinary share capital
£
£
Issued and fully paid
Ordinary shares of 25p each
5,339,603
5,339,603
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 21 -
15
Equity
Called-up share capital
Represents the nominal value of shares that have been issued.
Share premium
The share premium reserve represents the premium arising on issue of equity shares net of issue expenses.
Other equity reserve
Represents fair value movements in investment property and investments net of deferred tax, recognised in the current and previous reporting period.
Capital redemption reserve
The capital redemption reserve represents the cumulative nominal value of shares repurchased in the current and previous periods less any permissible capital payments.
Profit and loss account
Includes all current and prior period retained profits and losses.
NEWPORT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 22 -
16
Related party transactions
The company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
Included in amounts due from related parties is an amount of £46,469 (2023: £44,465) due from Pearl & Coutts Limited. D A Pearlman is a director of Pearl & Coutts Limited. This amount is non-interest bearing and repayable on demand.
17
Parent company
The company's immediate parent company is Mintglade Limited. The ultimate parent undertaking is Structadene Limited, which is the only undertaking to consolidate financial statements. The registered office of Structadene Limited is Quadrant House - Floor 6, 4 Thomas More square, London E1W 1YW. The group accounts can be obtained from the Registrar of Companies. The ultimate controlling party is D A Pearlman, a director of this company and a director and controlling shareholder of Structadene Limited.
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