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Registration number: 12047879

Bricks Salford 2 PropCo Limited

Filleted Financial Statements

for the Year Ended 31 December 2023

 

Bricks Salford 2 PropCo Limited

Contents

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3 to 12

 

Bricks Salford 2 PropCo Limited

Company Information

Director

P G Prickett

Registered office

167/169 Great Portland Street
London
Greater London
W1W5PF

Auditors

Innovi Advisors Ltd
Chartered Certified Accountants and Statutory Auditors163 Herne Hill
London
SE24 9LR

 

Bricks Salford 2 PropCo Limited

(Registration number: 12047879)
Statement of Financial Position as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

5

-

14,450,000

Investments

6

100

100

 

100

14,450,100

Current assets

 

Debtors

7

8,483,498

1,401,898

Cash at bank and in hand

 

2,325

1,826

 

8,485,823

1,403,724

Creditors: Amounts falling due within one year

8

(7,143,469)

(23,880,256)

Net current assets/(liabilities)

 

1,342,354

(22,476,532)

Net assets/(liabilities)

 

1,342,454

(8,026,432)

Capital and reserves

 

Called up share capital

100

100

Retained earnings

1,342,354

(8,026,532)

Shareholders' funds/(deficit)

 

1,342,454

(8,026,432)


These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Income Statement.

Approved and authorised by the director on 29 July 2025
 

P G Prickett
Director

   
     
 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
167/169 Great Portland Street
London
Greater London
W1W5PF
England

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The presentation currency of the financial statements is Pound Sterling (£) rounded to the nearest Pound.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Basis of preparation other than going concern

On 1st September, 2023, Bricks Salford 2 Propco entered in to agreement with Wizard Salford Quay Propco II Limited for sale of its purpose built student accommodation for the consideration of £68m. The proceeds were used for paying secured creditors. The director intended to wind down the operations of the company, and in the prior year, it was anticipated that the company would be struck off within 12 months of the audit report date. As of the date of approval of these financial statements, the strike-off action has not yet occurred, as the director is awaiting to review status of various conditions upon which company is entitled to receive a Top-Up Payment of up to £4 million, contingent upon the Net Operating Income (NOI) of the property for the 2024/2025 academic year. The condition is based on the actual financial performance of the property during the academic year ending 31 August 2025. As at 31 December 2023, the condition had not been met and the outcome remained uncertain. However, director confirm that there are no plans to resume trading and hence, The financial statements have been prepared on a non-going concern basis.

Administration of Holding Company: On 28th January, 2025 the holding company, Redbookinternational Limited, entered into administration due to financial pressure and to streamline the group companies. The appointed administrators are Paul Davies and Sandra Mundy of James Cowper Kreston. The administration process is ongoing, and the administrators are working to realize the assets of the Group and settle its liabilities.

Sale of Subsidiaries: Subsequent to the year-end date, on 29th April, 2025, the administrators completed the sale of the company's subsidiaries, Bricks Leicester Capital Limited, Bricks Salford 2 Capital Limited, Bricks Swansea Capital Limited and LCA Capital Limited, including subsidiaries of these companies to Uniquarters Limited. The sale was part of the strategy to maximize returns to creditors. The financial impact of this transaction will be reflected in the next financial period.

The directors continue to assess the status of parameters upon which the Top-up payment will be based. The director intends to apply to strike off the company within 12 months of date of approval of these financial statements by the time of which, the contingent conditions is expected to materialize. Hence, the financial statements have not been prepared on a going concern basis. Assets have been recognised at the lower of their depreciated cost or recoverable amount and liabilities have been treated as short term.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Audit report

The Independent Auditor's Report was unqualified. We draw attention to Basis of preparation other than going concern Note of the financial statements, which describes the basis of preparation, Administration of Holding company, subsequent sale of subsidiaries. Although the company was expected to be struck off within 12 months of the prior year’s audit report, this has not yet occurred. The financial statements have been prepared on a non-going concern basis. Our opinion is not modified in respect of this matter..

The name of the Senior Statutory Auditor who signed the audit report on 29 July 2025 was Mr Sheetal Shah FCCA, who signed for and on behalf of Innovi Advisors Ltd.

.........................................

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

A provisional amount of tax expense has been recognized in the financial statements for the period ended 31 December 2023. This provision has been estimated based on preliminary calculations and available information as at the reporting date. The final group tax computation and allocation are currently under review and are expected to be concluded in due course.

Any adjustments arising from the finalization of the group tax working will be recognized in the subsequent reporting period.

Tangible assets

Assets under the course of construction are held as tangible fixed assets at historical cost less 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

Depreciation is not provided until such a time that the asset is capable of operating in the manner intended by management. Upon completion of the asset, the asset will be carried at fair value determined annually by the director.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

2

Accounting policies (continued)

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

Classification
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities, or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
 

3

Staff numbers

The average number of persons employed by the company (including the director) during the year, was 1 (2022 - 1).

4

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

1,000

3,114


 

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

5

Tangible assets

Asset under the course of construction
 £

Total
£

Cost or valuation

At 1 January 2023

14,450,000

14,450,000

Disposals

(14,450,000)

(14,450,000)

At 31 December 2023

-

-

Depreciation

At 1 January 2023

-

-

Impairment

-

-

At 31 December 2023

-

-

Carrying amount

At 31 December 2023

-

-

At 31 December 2022

14,450,000

14,450,000

Interest of £NIL (2022: £788,305) was capitalised in the year.

During the year, the company disposed of a Asset under the course of construction for £68m as per the sale agreement dated 1 September 2023. The disposal resulted in a gain, which has been recognised in the profit and loss account under “Gain on disposal of property".

The lease transferred by Bricks Salford 2 Land Limited to Bricks Salford 2 Propco Limited was for 175 years. However, as per the sale agreement dated 01 September 2023, asset was sold with the headlease
term of 250 years to Wizard Salford Quay Propco II Limited. The Director of Bricks Salford 2 Land Limited has elected to transfer 100% of chargable gain on sale of land as per Section 171A of Taxation of
charable gain act 1992 to Bricks Salford 2 Popco Limited.

Impairment

Asset under the course of construction
Asset under the course of construction was sold during the year for sale proceeds of £68mn. The amount of impairment loss included in profit or loss is £Nil (2022 - £7,753,172). The impairment loss is included in Administrative expenses. The amount of reversal of impairment recognised in profit or loss is £7,753,172 (2022 - £Nil). The reversal of impairment is included in Administrative expenses.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

6

Investments

2023
£

2022
£

Investments in subsidiaries

100

100

Subsidiaries

£

Cost or valuation

At 1 January 2023

100

Provision

At 1 January 2023

-

At 31 December 2023

-

Carrying amount

At 31 December 2023

100

At 31 December 2022

100

7

Debtors

Current

Note

2023
£

2022
£

Amounts owed by group undertakings

11

2,457,885

1,131,040

Prepayments

 

-

215,312

Other debtors

 

6,025,613

55,546

   

8,483,498

1,401,898

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

8

Creditors

Creditors: amounts falling due within one year

Note

2023
£

2022
£

Due within one year

 

Loans and borrowings

9

2,510,923

20,498,955

Trade creditors

 

605,953

141,369

Amounts owed to group undertakings

11

-

429,935

Taxation and social security

 

3,495,882

-

Accruals and deferred income

 

530,711

2,809,997

 

7,143,469

23,880,256

At 31 December 2023, there was a technical breach in the Roundshield facility covenant. Roundshield have not recalled the loan balance. The loan was due for repayment in August 2023. Out of total loan outstanding as at sale date, Loan pertaining to London wall was repaid in full as part of the asset sale agreement. However, Loan pertaining to Roundshild was partly repaid.

9

Loans and borrowings

Current loans and borrowings

2023
£

2022
£

Bank borrowings

2,510,923

20,498,955

At 31 December 2023, there was a technical breach in the Roundshield facility covenant. Roundshield have not recalled the loan balance. The loan was due for repayment in August 2023. Out of total loan outstanding as at sale date, Loan pertaining to London wall was repaid in full as part of the asset sale agreement. However, Loan pertaining to Roundshild was partly repaid.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

10

Financial commitments, guarantees and contingencies

Cross Guarantees:

The company has cross-guaranteed group borrowings, meeting the definition of a contingent liability as set out in FRS 102, totalling £139.893m (2022: £127.214m).

Contingent Asset- Top-Up Payment:

As part of the sale agreement dated 1 September 2023, Bricks Salford 2 Propco Limited is entitled to receive a Top-Up Payment of up to £4 million, contingent upon the Net Operating Income (NOI) of the property for the 2024/2025 academic year exceeding a specified threshold. The condition is based on the actual financial performance of the property during the academic year ending 31 August 2025.
As at 31 December 2023, the condition had not been met and the outcome remained uncertain. While some NOI performance data has become available subsequent to year-end, it relates to future periods and does not provide sufficient evidence of conditions existing at the balance sheet date. Accordingly, no asset has been recognized in the financial statements for the year ended 31 December 2023.
The company will reassess the recognition of this contingent asset upon final determination of the actual NOI after 1 September 2025.

11

Related party transactions

As permitted by FRS 102, the company has taken advantage of the exemption from disclosing the transactions entered into between wholly owned group companies and those group company transactions that have been performed on an arm’s length basis.

12

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is Bricks Group Holdings Limited, incorporated in United Kingdom.

The address of Bricks Group Holdings Limited is:
167/169 Great Portland Street, London, Greater London, England, W1W 5PF.

The ultimate controlling party is Peter Prickett.

13

Subsequent events after the reporting period

The immediate parent undertaking, Redbookinternational Limited (formerly named Bricks Capital Holdings Limited) is in administration started on 21st January 2025.

On 29th April, 2025, the administrators completed the sale of the company's subsidiaries: Bricks Leicester Capital Limited, Bricks Salford 2 Capital Limited, Bricks Swansea Capital Limited and LCA Capital Limited, including subsidiaries of these companies to Uniquarters Limited.

 

Bricks Salford 2 PropCo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023 (continued)

14

Off-balance sheet arrangements

Charges
There exists charges over the company's assets in favour of Rs Lender Iii, S.À R.L. as follows:

- Fixed charge with negative pledge over all property or undertaking of the company as per supplemental mortgage document dated 31st August 2023.
- Fixed and floating charge with negative pledge relating to land at Phase 2, King William Street, Salford as per supplemental debenture dated 11th February 2022.
- Fixed and floating charge with negative pledge relating to land at Phase 2, King William Street, Salford as per supplemental debenture dated 12th November 2021.