| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| PADMANOR INVESTMENTS LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| PADMANOR INVESTMENTS LIMITED |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 3 |
| Profit and Loss Account | 5 |
| Balance Sheet | 6 |
| Statement of Changes in Equity | 7 |
| Notes to the Financial Statements | 8 |
| PADMANOR INVESTMENTS LIMITED |
| COMPANY INFORMATION |
| for the year ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 16 Davy Court |
| Castle Mound Way |
| Rugby, CV23 0UZ |
| Magma Audit LLP is part |
| Of the Dains Group |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| REPORT OF THE DIRECTORS |
| for the year ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of property investment. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| Magma Audit LLP has expressed its willingness to remain in office as auditor. |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PADMANOR INVESTMENTS LIMITED |
| Opinion |
| We have audited the financial statements of Padmanor Investments Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit; or |
| - | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| PADMANOR INVESTMENTS LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Based on our understanding of the Company and the industry, we identified the principle risks of non-compliance with laws and regulations, and considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principle risks were related to posting inappropriate journal entries, and management bias in accounting estimates. |
| Audit procedures performed by the engagement team included: |
| - | Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation, and fraud; |
| - | Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations, or with unusual descriptions and |
| - | Challenging assumptions made by management in their significant accounting estimates, such as those used to value investment property and deferred tax. |
| There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| 16 Davy Court |
| Castle Mound Way |
| Rugby, CV23 0UZ |
| Magma Audit LLP is part |
| Of the Dains Group |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| PROFIT AND LOSS ACCOUNT |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Administrative expenses | ( |
) | ( |
) |
| 3,038,334 | 2,551,797 |
| Other operating income | 3 |
| Investment property |
| impairment | (4,273,812 | ) | (1,412,388 | ) |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income | 7 |
| 3,545,699 | 3,743,036 |
| Interest payable and similar expenses | 8 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 9 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| BALANCE SHEET |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Tangible assets | 11 |
| Investments | 12 |
| Investment property | 13 |
| CURRENT ASSETS |
| Debtors | 14 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 15 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Other reserves | 22 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| STATEMENT OF CHANGES IN EQUITY |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Transfer of other reserves | - | 567,962 | (567,962 | ) | - |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Transfer of other reserves | - | (3,270,857 | ) | 3,270,857 | - |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| The company is a private company limited by shares and is incorporated in England, registered number 01378221. The address of the registered office is Filwood Green Business Park, 1 Filwood Park Lane, Bristol, England, BS4 1ET. |
| 2. | ACCOUNTING POLICIES |
| Summary of significant accounting policies |
| The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. |
| Basis of preparation |
| These financial statements haven been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain fixed assets. |
| The financial statements are prepared in Sterling (£), which is the functional currency of the company. |
| The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the notes to the accounts. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirement of paragraph 33.7. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Padmanor Investments Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
| Turnover |
| Turnover represents rents receivable from investment properties and the proceeds received from the sale of trading properties. |
| Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for services supplied, net of returns, discounts and rebates allowed by the company and value added taxes. |
| The company recognises turnover when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods or services; (c) the amount of turnover can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the company's sales channels have been met, as described below. |
| Turnover is recognised as it falls due, in accordance with the lease to which it relates. Any lease incentives are spread evenly across the period of the lease. |
| Other operating income |
| Dilapidation receipts are included in other operating income and recognised on receipt. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Fixed asset investment income |
| Income from Limited Liability Partnerships is recognised when profits are allocated for discretionary division to members. |
| Income from Limited Partnerships is recognised as the profits are generated. |
| Dividends receivable from subsidiary undertakings are recognised in the period in which the dividends are declared and approved. |
| Tangible fixed assets |
| Office furniture and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated so as to write off the cost or revaluation of an asset, less its estimated residual value, over the useful economic life of that asset as follows: |
| Office furniture and equipment | - 20% straight line per annum |
| Plant and machinery | - 10% straight line per annum |
| 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 and loss. |
| Investment property |
| Investment property comprises freehold and long leasehold buildings. They are measured initially at cost, including related transaction costs. These are held as investments to earn rental income and for capital appreciation and are stated at fair value at the Balance Sheet date. |
| The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in light of current market conditions. |
| Subsequent expenditure is added to the assets carrying amount only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit and loss account during the financial period in which they are incurred. |
| Gains and losses on sale of properties are determined by comparing the proceeds with the carrying amount and are recognised in profit of loss. Income from the sale of properties is recognised at the point of contractual completion of the sale. |
| Any movement in the fair value of the properties is reflected within the profit and loss account for the year. Any associated deferred tax liability is taken to the profit and loss account in the year and offset against revaluation gains held in other reserves. |
| Investments |
| Subsidiary undertakings |
| Investments in subsidiaries shown in the company's own financial statements are stated at cost less any amounts written off for permanent diminution in value. |
| Other investments |
| Fixed asset investments are stated at cost less provision for diminution in value. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively. |
| Current or deferred taxation assets and liabilities are not discounted. |
| (i) Current tax |
| Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. |
| Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. |
| (ii) Deferred tax |
| Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. |
| Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Operating lease agreements |
| Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. |
| Leasehold incentives given to tenants on entering property leases are recognised as unamortised lease incentives on the balance sheet and are amortised to the income statement over the term of the lease. |
| Following the expiry of the rental period provisions are recognised based on the difference between the higher current rental being received and the estimated current rental value of the property. |
| Share capital |
| Ordinary shares are classified as equity. |
| Preference shares are cumulative, are redeemable on the company's option only and are classified as equity. |
| Cash and cash equivalents |
| Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| Finance costs |
| Finance costs in connection with borrowings are allocated to profit and loss evenly over the term of the borrowings. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| (i) Financial assets |
| Basic financial assets, including trade and other debtors, cash and bank balances and investments 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. |
| 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 profit and loss. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit and loss. |
| 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) despite having retained some significant risks and rewards of ownership, 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, bank loans and loans from fellow group companies 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. |
| 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. 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 company's contractual obligations expire or are discharged or cancelled. |
| Critical accounting judgements and estimation uncertainty |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. |
| (i) Valuation of Investment Properties |
| The company makes an estimate as to the fair value of the investment properties at the year end date. Management have utilised available data to assess the market values including but not limited to, the changes in the rental market and the economic climate of the relevant locations. Management obtained a professional third party valuation on 3 December 2024, which valued properties on a market value basis. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 3. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £ | £ |
| Other operating income | 16,731 | 18,389 |
| Net gains/(losses) |
| on property revaluation |
| Dilapidation settlement |
| 4,765,973 | 2,574,651 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Administration | 2 | 2 |
| Directors | 4 | 4 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| Information regarding the highest paid director is as follows: |
| 2024 | 2023 |
| £ | £ |
| Emoluments etc |
| Key management compensation |
| The directors deem key management to include directors only. |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Depreciation - owned assets |
| Profit on disposal of fixed assets | ( |
) |
| 6. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
19,669 |
26,588 |
| Taxation compliance services |
| Taxation advisory services |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| £ | £ |
| Other interest |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank loan interest |
| Other interest |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Adjustment to prior years | (388,199 | ) | 194,620 |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes | ( |
) |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Total tax charge | 26,228 | 194,620 |
| 10. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| 12% Redeemable Preference shares of £1 each |
| Final |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 11. | TANGIBLE FIXED ASSETS |
| Office |
| furniture |
| Plant and | and |
| machinery | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 12. | FIXED ASSET INVESTMENTS |
| Shares in |
| group | Unlisted |
| undertakings | investments | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 | 1,442,629 |
| PROVISIONS |
| At 1 January 2024 |
| and 31 December 2024 | - | 1,442,624 | 1,442,624 |
| NET BOOK VALUE |
| At 31 December 2024 | 5 |
| At 31 December 2023 | 5 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: Filwood Green Business Park, 1 Filwood Park Lane, Bristol, England, BS4 1ET |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Registered office: Filwood Green Business Park, 1 Filwood Park Lane, Bristol, England, BS4 1ET |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| (Loss)/profit for the year | ( |
) |
| Included within unlisted investments, the company holds the following interests: |
| % |
| Big Screen Productions 20 LLP | 0.05 |
| Big Screen Productions 24 LLP | 4.69 |
| Corporation tax relief claimed by the company in relation to these investments is currently under review by HMRC. A recent tax ruling has found partly in favour of HMRC, which is being challenged by the investment partner. |
| HMRC have been granted authority in the 2014 Finance Act to collect any tax under dispute, in relation to investments such as these, pending the outcome of the dispute. The tax amount under dispute is £1,714,294 which was paid during the year ended 31 December 2016. Late payment interest in respect of the disputed amount is estimated at £188,153 and has been materially provided for in these financial statements. |
| 13. | INVESTMENT PROPERTY |
| Total |
| £ |
| FAIR VALUE |
| At 1 January 2024 |
| Additions |
| Revaluations | 3,270,857 |
| Impairments | (4,273,812 | ) |
| Reversal of impairments | 892,886 |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| In respect of investment properties stated at valuation, the comparable historical cost is £70,719,774 (2023: £70,699,774). |
| The 'other reserves' for the company discloses the movement between the historical cost basis and the fair value basis for investment properties, adjusted for deferred tax. |
| The investment properties are held at fair value as assessed by independent valuers, Savills. The valuation was carried out on 3 December 2024 with the directors considering that there have been no significant changes at the year end. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| Prepayments and accrued income |
| Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 17) |
| Trade creditors |
| Amounts owed to group undertakings |
| Corporation tax |
| Social security and other taxes |
| VAT | 144,623 | 181,968 |
| Other creditors |
| Accruals and deferred income |
| Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 17) |
| Other loans (see note 17) |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Other unsecured loans | 12,000,001 | 11,000,001 |
| Included within other unsecured loans are balances totalling £12,000,001 (2023: £11,000,001) which carry an interest rate of 5% per annum, repayable on 30 September 2027. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 18. | LEASING AGREEMENTS |
| Lessor |
| At 31 December 2024 the company owned commercial investment properties for rental purposes. Rental income earned during the year was £5,706,509 (2023: £5,921,577) and direct operating expenses arising on the properties in the period was £1,780,402 (2023: £2,509,101). The properties are expected to generate a yield of approximately 5% p.a. Most lease contracts contain market review clauses in the event that the lessee exercises their option to renew. The lessee does not have an option to purchase the property at the expiry of the lease period. |
| At the reporting end date the company had contracted with tenants for the following minimum lease payments: |
| 2024 | 2023 |
| £ | £ |
| Within one year | 6,001,597 | 5,414,329 |
| Between two and five years | 14,150,508 | 14,441,723 |
| Over five years | 9,993,009 | 7,933,774 |
| 30,145,114 | 27,789,826 |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank loans |
| The bank loan and bank overdraft are secured by a first legal charge over the investment properties of the company. There is also a debenture and a cross guarantee given by Padmanor Investments Limited and Tristram Developments Limited to secure all liabilities of each other. The bank also has a charge over the shares in Padmanor Investments Limited. |
| The bank loans are repayable on the 5th anniversary of the date of the facility agreements and currently the tranches carry an interest rate of 2.55% - 2.73% over SONIA. |
| 20. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances |
| Investment property |
| revaluations | 4,543,460 | 4,543,460 |
| 4,887,167 | 4,887,167 |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 |
| Balance at 31 December 2024 |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 37,500 | 37,500 |
| 12% Redeemable Preference | £1 | 450,000 | 450,000 |
| 487,500 | 487,500 |
| The redeemable preference shares are redeemable at the option of the company; there are no earliest and latest dates and a premium is not payable at either a winding up or a repayment of capital. The preference shares do not entitle the holder to any further or other participation in the profits or assets of Padmanor Investments Limited. The redeemable preference shareholders are entitled to a fixed preferential dividend at the rate of 12% per annum on the paid up amount. In accordance with FRS 102 these preference shares have been classed as equity. |
| 22. | RESERVES |
| Retained earnings |
| The retained earnings reserve includes all current and prior periods retained profits and losses. |
| Other reserves |
| The other reserves includes the revaluation of the investment properties to their fair value at the year end date, less a provision for associated deferred taxation. |
| 23. | ULTIMATE PARENT COMPANY |
| The company is jointly controlled by VG Nominees One Limited and VG Nominees Two Limited during the current and previous year. Both companies were incorporated in Jersey. There is no controlling party due to there being no party with a majority shareholding. |
| 24. | CONTINGENT LIABILITIES |
| The company is part of a group VAT registration with its subsidiaries. The company is jointly and severally liable for the liabilities of the VAT group to which it belongs. At 31 December 2024, the group had a VAT liability of £146,617 (2023: £183,792) of which a liability of £144,623 (2023: £181,968) is recognised in Padmanor Investments Limited. |
| 25. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| VG Nominees One Limited and VG Nominees Two Limited each hold 50% of the share capital of Padmanor Investments Limited acting as nominee companies. |
| Rent payable to companies deemed to be a related party by virtue of common control amounted to £1,000 (2023: £39,500). |
| During the year interest was paid on unsecured loans from companies under common control amounting to £520,934 (2023: £550,000). At the year end the companies under common control were owed £12,000,001 (2023: £11,000,001) in respect of the unsecured loans. |
| At the year end companies under common control owed the company £790,621 (2023: £569,694). |
| During the year purchases of £354,069 (2023: £275,569) were made from a company with common directors. |
| Dividends of £54,000 (2023: £54,000) were declared during the year on the 12% Preference Shares. |
| PADMANOR INVESTMENTS LIMITED (REGISTERED NUMBER: 01378221) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the year ended 31 December 2024 |
| 26. | POST BALANCE SHEET EVENTS |
| On 4 February 2025 the company completed an amendment and restatement of the existing facility agreement. Under this agreement the existing loans have been consolidated into, and treated as, a single loan. |