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Registered number: 09138032
TRANOS (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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TRANOS (UK) LIMITED
COMPANY INFORMATION
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J L Gallienne (resigned 8 September 2023)
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G D Thwaites (appointed 8 September 2023)
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Chartered Accountants & Statutory Auditor
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TRANOS (UK) LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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TRANOS (UK) LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024
The directors present their annual report on the affairs of the group together with the financial statements and auditor's report for the year ended 31 July 2024. This strategic report has been prepared for the group and gives greater emphasis to those matters which are significant to the group.
Tranos (UK) Limited is the parent company of the Tranos Group. At the balance sheet date, there were 13 wholly owned or majority controlled subsidiaries as follows:
1. AA Subco Limited
2. Alton Aylesbury Limited
3. Belmont Crawley Limited
4. Borough Farnham Limited
5. Claremont Grimsby Limited
6. Maiden Park Residence Limited
7. MPR Subco Limited
8. The Curve (Grimsby) Management Company Limited
9. 19-21 Bell Street Limited
10. 28 High Street Guildford Limited
11. 361 Hammersmith Limited
12. 47 RW Limited
13. 50-52 Calverley Road Limited
Post year end, the business exited its majority controlling investment in Borough Farnham Limited to the SPV's minority shareholder on 2 October 2024.
The group's principal activities are the origination and administration of short to medium-term bridging finance loans in the UK property sector, as well as the acquisition, development and refurbishment of residential housing in mainland UK.
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TRANOS (UK) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
Principal risks and uncertainties
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Credit risk
Credit risk is managed by a review of borrowers' financial standing and appropriate checks on potential borrowers prior to lending funds. Sometimes a borrower’s credit standing can deteriorate, which can impact on the ability of the business to control its credit risk. Management is experienced in managing this industry risk through regular credit checking together with negotiating that interest payments due over the life of the loan are either collected at the outset of the loan or serviced during the life of the loan.
Liquidity risk
Management regularly reviews the liquidity of the business and drives cash flow through a focus on working capital.
Compliance risk
The business is supervised for money laundering purposes by the FCA. In addition, compliance with all statutory and industry regulatory requirements and codes of practice is regularly monitored. All relevant insurances are held including Employer and Public Liability insurance plus PI cover to manage associated financial risks.
Other risks and uncertainties
Over the past few years, the UK property market has been subject to uncertainty like many other areas of business. The main risk that the group faces is that the property market could fall significantly, which could result in difficulty in recouping the full exposure of loans, together with increases in loan-to-value ratios across the business' property development portfolio.
The key mitigant to this risk is that the average loan to value ratio for loans advanced is maintained at a conservative level to allow for a reasonable buffer should property prices fall. This risk is further mitigated by the fact that the loans are short term in nature and closely monitored throughout the term of the loan, with appropriate charges and other security taken against borrowers' assets.
Where the group has itself taken loans from mainstream third party lenders in order to finance property developments in the UK, those loans are also maintained at a conservative loan to value ratio, with interest costs either serviced upfront or over the life of the loan.
Financial key performance indicators
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The business has a number of key performance indicators that it uses to manage the business. These include:
• Number and value of bridge loans
• Average loan duration
• Interest rate yield %
• Average LTV's on bridge loans
• IRR% and cash profitability on property developments
• Available group cash resources and liquidity
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TRANOS (UK) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
This report was approved by the board and signed on its behalf.
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TRANOS (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024
The directors present their report and the financial statements for the year ended 31 July 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation and minority interests, amounted to £1,132,792 (2023 - loss £1,501,377).
No dividend was declared or paid in the current or prior year.
The directors who served during the year were:
J L Gallienne (resigned 8 September 2023)
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G D Thwaites (appointed 8 September 2023)
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The company and group are continually looking to grow the loan book across residential and commercial bridging. In addition, the business also continues to explore acquisition opportunities in the UK property market, with a view to buying assets for refurbishment and development.
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TRANOS (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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The Company sold its investment in Borough Farnham Limited to a JV partner after year end.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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TRANOS (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANOS (UK) LIMITED
We have audited the financial statements of Tranos (UK) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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 Group's and of the parent Company's affairs as at 31 July 2024 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TRANOS (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANOS (UK) LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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TRANOS (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANOS (UK) LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiring of management around actual and potential litigation and claims;
∙Reviewing minutes of meetings of those charged with governance;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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TRANOS (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANOS (UK) LIMITED (CONTINUED)
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's directors, 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 directors those matters we are required to state to them in an Auditors' 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 directors, as a body, for our audit work, for this report, or for the opinions we have formed.
Nick Bishop FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
24 July 2025
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TRANOS (UK) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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(Loss) for the year attributable to:
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Non-controlling interests
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Owners of the parent Company
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Total comprehensive income for the year attributable to:
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Owners of the parent Company
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 19 to 38 form part of these financial statements.
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TRANOS (UK) LIMITED
REGISTERED NUMBER: 09138032
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024
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Debtors: amounts falling due within one year
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Current asset investments
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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Non-controlling interests
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TRANOS (UK) LIMITED
REGISTERED NUMBER: 09138032
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 38 form part of these financial statements.
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TRANOS (UK) LIMITED
REGISTERED NUMBER: 09138032
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024
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Debtors: amounts falling due within one year
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Current asset investments
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Profit and loss account brought forward
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Profit/(loss) for the year
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Profit and loss account carried forward
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TRANOS (UK) LIMITED
REGISTERED NUMBER: 09138032
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JULY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 38 form part of these financial statements.
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TRANOS (UK) LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
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Equity attributable to owners of parent Company
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Non-controlling interests
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 19 to 38 form part of these financial statements.
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TRANOS (UK) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 19 to 38 form part of these financial statements.
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TRANOS (UK) LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024
Cash flows from operating activities
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Loss for the financial year
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Depreciation of tangible assets
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(Increase)/decrease in stocks
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(Increase)/decrease in debtors
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Increase/(decrease) in creditors
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(Decrease) in amounts owed to groups
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Other movement on non controlling interest
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of unlisted and other investments
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(New)/repayment of bridging loans
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Purchase of share in associates
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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TRANOS (UK) LIMITED
The notes on pages 19 to 38 form part of these financial statements.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
Tranos (UK) Limited is a private company limited by shares incorporated in England and Wales.
The principal activities of the company are those of the development of building projects and providing bridging loan finance. The group's principal activities are the origination and administration of short to medium-term bridging finance loans in the UK property sector, as well as the acquisition, development, refurbishment, sale and letting of residential housing in mainland UK.
The registered office address is 35 Ballards Lane, London, N3 1XW.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements and will be able to meet its debts as they fall due.
The Group made a loss of £1,298,356 during the year and had net liabilities at the year end of £14,211,117.
The Group is reliant on the ongoing support from its shareholder which has confirmed its intention and ability to provide this support.
As a result, the directors are confident that the Group's support from the parent entity is sufficient to support the business in the foreseeable future, and accordingly, consider it appropriate to prepare the financial statements on a going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Turnover represents the sale proceeds of property sales completed in the year and interest received on the provision of bridging loan finance.
Turnover on the sale of property is recognised on each completed sale by recognising the proportional cost of the property sold in the profit and loss account at the date of completion.
Interest on the provision of bridging loan finance is recognised in the period to which it relates.
Other operating income is recognised in the period to which it relates.
Interest income is recognised in profit or loss using the effective interest method.
Where finance costs relate to a specific development, they are capitalised as part of stock. All other finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
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Associates and joint ventures
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An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase of the property, including costs of acquisition, plus development and professional fees incurred subsequent to purchase.
Net realisable value is the anticipated sales proceeds less any costs to complete and costs of disposal.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
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.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
1) Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including historical experience.
2) Stock provision
The Group hold properties for resale in stock at the balance sheet date. As a result it is necessary to consider the net realisable value of stock and any associated provision required. When calculating the stock provision, management considers the market value of the stock, as well as applying assumptions around future sales of the stock.
3) Valuation of investments
The Company makes an estimate of any potential impairment of the carrying value of investments. When assessing the potential impairment, management considers factors the results of the subsidiaries and future expected profits.
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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The operating profit/(loss) is stated after charging:
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Depreciation of tangible fixed assets
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Defined contribution pension cost
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors for the audit of the subsidiary companies
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Taxation compliance services
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2023 - 1) in respect of defined contribution pension schemes.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
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Interest payable and similar expenses
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 21.5%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.5%)
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Unrelieved tax losses carried forward
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Total tax charge for the year
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Charge for the year on owned assets
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
|
Investments in subsidiary companies
|
Investments in associates
|
Other fixed asset investments
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
|
Investments in subsidiary companies
|
Investments in associates
|
Other fixed asset investments
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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The following were subsidiary undertakings of the Company:
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19-21 Bell Street Limited
|
35 Ballards Lane, London, England, N3 1XW
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50-52 Calverley Road Limited
|
35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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Claremont Grimsby Limited
|
35 Ballards Lane, London, England, N3 1XW
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Maiden Park Residence Limited
|
35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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The Curve (Grimsby) Management Company Limited
|
35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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28 High Street Guildford Limited
|
35 Ballards Lane, London, England, N3 1XW
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35 Ballards Lane, London, England, N3 1XW
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* = Indirect subsidiary
Carleton Pontefract Limited has been dissolved on 16 January 2024, therefore, the investment of £50 has been disposed off.
The investment in Borough Farnham Limited has been sold after year end to a JV partner.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
Subsidiary undertakings (continued)
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The aggregate of the share capital and reserves as at 31 July 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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19-21 Bell Street Limited
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50-52 Calverley Road Limited
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Claremont Grimsby Limited
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Maiden Park Residence Limited
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The Curve (Grimsby) Management Company Limited
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28 High Street Guildford Limited
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Property held as trading stock
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The carrying value of stocks are stated net of impairment losses totaling £4,220,201 (2023 - £4,390,030). Impairment losses totaling £1,928,703 (2023 - £2,376,928) were recognised in profit and loss.
Included in stock is £1,763,892 (2023: £1,357,576) of capitalised interest.
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|
TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
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Amounts owed by group undertakings
|
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Prepayments and accrued income
|
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Included in amounts owed by group undertakings in the company is £19,239,718 (2023: £19,331,039) that is unsecured, bears no interest and is repayable on demand.
Included in amounts owed by group undertakings in the company is £4,525,971 (2023: £2,982,818) that is unsecured, bears interest and is repayable on demand.
Included in other debtors is £151,313 due from a director. The loan is unsecured, bears interest at 2.25% and is repayable on demand.
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Cash and cash equivalents
|
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
|
Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Accruals and deferred income
|
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Included within bank loans is a balance of in prior year is £1,000,201 secured over the property of a subsidiary company. The terms of the loan has been extended in the current year and the loan is now classified as falling due within more than one year.
Included within bank loans is a balance of £2,392,876 (2023: 2,458,000) secured over the value of the property held in stock.
Included in bank loans in the prior year is a balance of £2,390,922 secured by a charge over the property of the company and a security held over the share capital of the company. The loan was refinanced during the year.
Included within bank loans in the prior year is a balance of £1,919,172 secured over the property of a subsidiary company, debentures over the assets of the company and a guarantee by B Thwaites. The terms of the loan has been extended in the current year and the loan is now classified as falling due within more than one year.
Included in bank loans in the current year is £979,914 (2023: £877,622 classified as due within more than one year) held in a subsidiary secured over stock, together with a personal guarantee by B Thwaites and E Blumenfield and a charge over the property. The terms of the loan has been extended in the current year and the loan is now classified as falling due within less than one year.
Included within bank loans in current year is a balance of £1,000,519 (2023: £2,458,800 classified as due within more than one year) secured over the value of the property held in stock. The loan term was extended post year end and the loan is now repayable in December 2025.
Included within other loans in current year is a balance of £3,493,821 (2023: £2,213,821) which is unsecured and repayable within the next financial year.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
|
Creditors: Amounts falling due after more than one year
|
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Included in bank loans in the prior year is £877,622 held in a subsidiary secured over stock, together with a personal guarantee by B Thwaites and E Blumenfield and a charge over the property. The terms of the loan has been extended in the current year and the loan is now classified as falling due within less than one year.
Included in bank loans in the prior year is a balance of £7,771,454 secured by a charge over the property of subsidiary companies and a personal guarantee from B Thwaites limited to 10% of the 180 day investment value of the property. The loan has been refinanced during the year.
Included in bank loans in current year is a balance of £12,523,548 which is secured by a charge over the property in subsidiary companies.
Included within bank loans in current year is a balance of £2,509,845 (2023: £1,919,172 classified as due within one year) secured over the property of a subsidiary company, debentures over the assets of the company and a guarantee by B Thwaites. The terms of the loan has been extended in the current year and the loan is now classified as falling due more than one year.
Included in other loans is £926,082 which is secured by a charge on the property held in stock, a personal guarantee to provided by B W Thwaites, a debenture over the Company's assets and bears interest at 8% per annum. This loan is repayable in January 2026.
Included in in other loans is £471,014 which is secured by a charge on the property held in stock and a personal guarantee to provided by G D Thwaites and bears interest at 4% above the base rate.
The company has charges over the assets in 28 High Street Guildford Limited, Maiden Park Residence Limited and MPR Subco Limited.
|
|
TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
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|
Analysis of the maturity of loans is given below:
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Amounts falling due within one year
|
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Amounts falling due 1-2 years
|
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Amounts falling due 2-5 years
|
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
|
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|
Allotted, called up and fully paid
|
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4,000,100 (2023 - 4,000,100) Ordinary shares of £1 each
|
|
|
Profit and loss account
Includes all current and prior period retained profits and losses.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £3,354 (2023 - £2,705). Contributions totaling £745 (2023 - £745) were payable to the fund at the reporting date and are included in creditors.
|
|
Transactions with directors
|
Included in other debtors is an amount owed by a director to the company of £3,151 (2023: £2,538). This loan is unsecured and repayable on demand.
Also included in other debtors is an amount owed by a director to the company of £151,313 (2023: £NIL). This balance is made up of an opening balance of £nil, advances of £150,000, repayments of £nil and interest of £1,313. This balance is unsecured, and repayable on demand and bears at 2.25% per annum.
|
|
Related party transactions
|
|
|
The Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.
Management fee income of £100,278 (2023: £14,851) and interest income of £209,739 (2023: £142,898) was received from associated companies. Balances of £5,889,559 (2023: £2,982,818) was due from these associated companies at year end.
A commercial loan of £100,000 (2023: £NIL), incurring interest at 10% annually is due to an other related party. The loan is repayable on demand.
Consulting fees of £90,000 (2023: £NIL) has been paid to an other related party.
Key management includes the directors and members of senior management. Details of amounts paid to directors are included in note 9.
All interest on the deep discounted bonds due to the parent undertaking has been waived during the year.
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TRANOS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
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Post balance sheet events
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The Company sold its investment in Borough Farnham Limited to a JV partner after year end.
The immediate parent undertaking is Kadimot Limited, a company registered in Guernsey. The registered office is Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR.
The ultimate parent undertaking is Kenarba LLP, a limited liability partnership registered in Guernsey. The registered office is Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR.
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