The directors present the strategic report for the period ended 31 October 2024.
The group headed by McAslan Holdings Limited ("John McAslan + Partners" or "JMP") is a solution driven international architectural practice, which prides itself on providing innovative solutions to complex issues globally which result in buildings that improve people's lives and surroundings.
A review of the year’s activities is included in the Chair Statement on pages 2 to 3.
Key Performance Indicators (KPI)
The group measures its performance against numerous financial and non-financial key performance indicators. The main areas that we monitor are:
Turnover
EBITDA
Cash balances
A review of KPIs is included in the Chair Statement on pages 2 to 3.
The group operates a low-risk financial strategy taking measured risks into new markets. The group maintains a robust business continuity plan which has enabled us to react seamlessly throughout the global pandemic.
Trade debtors and creditors are strongly managed in respect of credit and cash flow risk. Full due diligence is undertaken on all new clients, along with rigorous sanctions and world compliance checks.
Future Developments
The future developments of the group are outlined in our Chair Statement on pages 2 to 3.
Other matters
JMP’s corporate social responsibility policy is firmly embedded in everything we do, and over recent years has opened numerous possibilities for staff involvement through community engagement, resulting in JMP staff members contributing to this endeavour in a proactive way across numerous initiatives.
On behalf of the board
I am pleased to report on our performance for the year ended 31 October 2024 and associated developments in our business.
The company was incorporated on 11 April 2024 and acquired 100% of the share capital in Caledonia Limited ("John McAslan + Partners" or "JMP") on 15 May 2024. These financial statements are therefore the first set of financial statements for the group and company.
Our financial performance for the year has been remarkably successful, with turnover in excess of £14m and pre-tax profits, excluding gain on bargain purchase, of £1.5m. Cash balances at the reporting date were £2.6m and EBITDA before exceptional items (defined as earnings before interest, tax, depreciation, amortisation and exceptional items) was £1.5m for the period.
As an agile and creative business, we have been able to build on the financial success of the acquired entity, expanding our portfolio of projects, and our team, which now includes studios in London, Edinburgh, Belfast, Sydney and New York. New technologies and infrastructure implemented post COVID for remote and hybrid working has also allowed international work to be effectively shared across these global studios.
John McAslan + Partners is one of the UK’s most celebrated and innovative architectural practices, with some 200 international design awards since its foundation in the mid 1990’s. These include Queen’s Awards for Enterprise in International Trade in 2014 and 2022, some 30 RIBA Awards, numerous Civic Trust and BCIA Awards, and three coveted Nostra Awards – Europe’s leading prize for Cultural Heritage.
The JMP brand is known for its design excellence, its commitment to education and interdisciplinary collaborations and its ethos to addressing pressing societal issues, such as homelessness. The business is led by a dedicated team who have worked together over an extended period across the group's portfolio of cultural, education, transport, mixed use and landscape projects.
These positive results coincide with the implementation of the group's succession plan that has widened the ownership of the group to 15 members of the existing team. The transition to a collective ownership model, together with our distinctive design and social ethos, establishes an exciting approach to growing the group, with its next generation of architects and designers playing pivotal leadership roles across studios and portfolios.
Work completed over the last 12 months or so includes the new Waterloo Station, alongside the city’s Central Station completed by JMP in 2023, both key elements within Sydney Metro, Australia's biggest public transport project. Other important completions include the British Museum’s Archaeological Collection research facility in Reading marking the first completely independent building created for the museum since its mid 19th century neo-classical museum opened in Bloomsbury.
Additionally, the landscape team is nearing completion of London’s Sloane Street masterplan transforming its public realm into an urban green corridor, whilst the Edinburgh studio is leading on the Avenues and George Square environmental infrastructure project in Glasgow. Further, John McAslan + Partners’ newly opened New York studio is collaborating architect on the transformation of Penn Station in New York, the busiest railway station in the Western Hemisphere. Other notable ongoing projects include: Belfast Grand Central Station; the University of Oxford Saïd Global Leadership Centre; a number of cultural projects in the Middle East; and a new World Bank supported university teaching facility in Malawi.
Looking forward to the financial year of 2024/2025, the group expects to surpass this year’s financial performance due to the strong pipeline of secured new commissions in the UK and internationally. This will allow the business to continue to increase our cash reserves retained in the business, increasing our resilience to the current volatility of the global economy, but importantly facilitating our programme of social and educational initiatives that widen access to the profession and support community engagement, that have been a core part of the practice's ethos since the inception of John McAslan + Partners in 1993.
This strong outlook reflects the strength and resilience of the group's highly skilled team. Our expertise in the transport, masterplanning and cultural sectors are particularly in demand, as is our sensitive ecological approach to turning old into new, which forms a central part of our portfolio. We are committed to design excellence and look forward to helping like-minded clients deliver on their aspirations in the year ahead.
On behalf of the board.
The directors present their annual report and financial statements for the period ended 31 October 2024.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Beavis Morgan Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
We have audited the financial statements of McAslan Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 group's and 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax and pensions legislation.
Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include environmental regulations, RIBA and ARB standards of conduct and practice, and health and safety legislation.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The group profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £407,801.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
The notes on pages 16 to 31 form part of these financial statements.
McAslan Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 82 St John Street, London, EC1M 4JN. The principal place of business is 29-31 Saffron Hill, London, EC1N 8FH.
The group consists of McAslan Holdings Limited, Caledonia Limited, John McAslan & Partners Limited, and John McAslan & Partners (Australia) Limited. John McAslan & Partners Inc. and John McAslan & Partners (Ireland) Limited are excluded on the basis they are immaterial to the group.
The financial statements have been produced from the date of the parent entity's incorporation on the 11 April 2024, through to the reporting date of 31 October 2024. A shorter accounting period has been used to align group reporting dates. As these are the company's first financial statements, no comparative information is available.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The parent company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated financial statements incorporate those of McAslan Holdings Limited and all of its material subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 31 October 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
As at the balance sheet date, the group had net assets of £4.4m, including £2.6m of cash at bank, which the directors believe will enable the group to meet its financial obligations and working capital requirements for the ensuing accounting period.
The directors continue to monitor and track turnover predictions carefully and have taken action where necessary to limit risk exposure. The directors are satisfied that the group is in a sound position to move forward through 2025 and into 2026.
Accordingly, the directors consider it appropriate to prepare the accounts on a going concern basis.
Turnover represents amounts receivable for architectural services net of VAT. Income is recognised when revenue of a project can be estimated reliably by reference to the stage of completion of the transaction at the end of the reporting date. This exercise is performed on all ongoing projects at the end of the reporting date.
In the instance of a loss making project whereby contract costs exceeds project revenue. The expected loss is recognised as an expense immediately.
Where the outcome of a contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost, with deferred consideration recorded at present value and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include trade debtors, other debtors, amounts due from related parties and cash at bank and in hand, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including trade creditors, bank loans, amounts owed to group undertakings, accruals, and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the profit and loss account.
Consolidation of foreign subsidiaries has been effected using the closing rate method. For subsidiary companies reporting in foreign currencies, profit and loss account transactions have been translated at the average rate ruling during the year, and balance sheet items have been translated at the rate ruling at the year-end. Differences arising from the retranslation of net investments in foreign subsidiaries are taken to other comprehensive income.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Estimation is required in determining stage of completion of long-term contracts. This is calculated using stage of completion based on costs incurred. Estimation can arise as a result of uncertainty over total costs over the length of the project. Speculative work performed where a contract is not yet in place is excluded from the financial statements when the projects are in the pipeline phase of development. Recoverable work in progress is recognised in debtors under accrued income (see note 12), and in creditors under deferred income (see note 13).
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:
On 15 May 2024 the group acquired 100% of the issued share capital of Caledonia Limited (see note 21).
Details of the company's subsidiaries at 31 October 2024 are as follows:
Included within prepayments and accrued income is £1,994,874 of accrued income as part of accounting for long term contracts.
Other creditors consists of deferred consideration for the purchase of shares in the 100% owned subsidiaries.
The bank loan is a bounce back loan where the lender is backed by a government guarantee. The amount is repayable by monthly instalments within 6 years, and has a 2.5% interest rate.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is three years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the company issued 10,000 ordinary shares of 10p each for consideration of £10,000.
On 15 May 2024 the group acquired 100% of the issued capital of Caledonia Limited.
National Westminster Bank Plc hold a fixed and floating charge over all assets of subsidiary undertaking John McAslan & Partners Limited at the reporting date. The charges are held as security over credit card and overdraft facilities provided to a subsidiary undertaking, John McAslan & Partners Limited. At the balance sheet date, a total of £1,233 was owed with respect to the credit card facility.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
At the balance sheet date the group owed the following amounts to directors, which are included in creditors: J McAslan CBE £7,176, Theofanis Panayides £1,625 and Andrew Harris £94.
At the balance sheet date, a balance of £26,990 was also owed from John McAslan Architecture NY D.P.C, a company controlled by J McAslan CBE.
Company
The company has taken advantage of the exemption available in FRS 102 "Related party disclosures" and has not disclosed transactions with wholly owned group members.