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Consolidated Financial Statements
Lagan River Portfolio Ltd
For the year ended 31 December 2024
Registered number: NI624829
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Lagan River Portfolio Ltd
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Company Information
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Tong Pan (resigned 30 May 2025)
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Liyan Huang (resigned 30 May 2025)
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Ewoud Schut (appointed 23 July 2025)
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Chartered Accountants & Statutory Auditors
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12 - 15 Donegall Square West
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Lagan River Portfolio Ltd
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Contents
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Independent auditor's report
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Consolidated balance sheet
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Notes to the financial statements
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Independent auditor's report to the members of Lagan River Portfolio Ltd
We have audited the financial statements of Lagan River Portfolio Ltd (the 'parent Company') and its subsidiaries (the 'Group'), which comprise , the Consolidated and Company Balance sheets for the financial year ended 31 December 2024, and the related 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, Lagan River Portfolio Ltd's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 December 2024 and of the Group financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date 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.
Page 1
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Independent auditor's report to the members of Lagan River Portfolio Ltd (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the directors were not entitled to take advantage of the small companies' exemptions from the requirement to prepare a Group strategic report or in preparing the Directors' report.
Page 2
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Independent auditor's report to the members of Lagan River Portfolio Ltd (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes their 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.
A further description of an auditor's 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 auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the company and the industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy Laws, Employment Law, Environmental Regulations, and Health and Safety Laws and we 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 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulations. 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 principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Page 3
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Independent auditor's report to the members of Lagan River Portfolio Ltd (continued)
The group engagement team shared the risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work.
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating allowance for the impairment of receivables and allowance for the impairment in stock;
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management; and
∙we requested information from component auditors on instances of non-compliance with laws or regulations that could give rise to a material misstatement of the group financial statements.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Louise Kelly FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
6 August 2025
Page 4
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Lagan River Portfolio Ltd
Registered number:NI624829
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Consolidated balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 August 2025.
The notes on pages 7 to 16 form part of these financial statements.
Page 5
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Lagan River Portfolio Ltd
Registered number:NI624829
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Company balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 August 2025.
The notes on pages 7 to 16 form part of these financial statements.
Page 6
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
Lagan River Portfolio Limited registered number NI624829 is a private company limited by shares and incorporated in Northern Ireland. The registered office is 2 Downshire Road, Holywood, BT18 9LU.
The principal activity of the group is the development of investment property and property rental.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
As at 31 December 2024, the Company is due funds in respect of an intercompany loan with Chichester St Holdings Limited ("the Direct Subsidiary") totaling £33,603,296 which falls due for repayment in January 2025 as of year-end. The Direct Subsidiary, in turn, is due funds in respect of an intercompany loan with Chichester St Properties Limited ("the Indirect Subsidiary") totaling £33,603,295 which falls due for repayment in January 2025 as of year-end. The Indirect Subsidiary's external bank loan, which totaled £22,598,765 as at 31 December 2024, falls due for repayment in January 2024 as of year-end. The total debt in the indirect subsidiary (bank and intercompany) at the year end is £56,202,061, against investment property held at valuation of £30,300,000.
At the time of approving the financial statements, the directors have obtained an extension to the external financing arrangements until December 2026. The shareholder loan terms have also been extended to meet the repayment terms of the external debt. As a result of the extension of the external debt and continued support from the shareholders of the company, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Page 7
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Page 8
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of fixed assets
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated profit and loss account.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Page 9
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, including transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, including transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Consolidated profit and loss account if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated profit and loss account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Page 10
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
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The Group and Company have no employees other than the directors, who did not receive any remuneration (2023 - £NIL).
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Transfers between classes
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Transfers between classes
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Page 11
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Development of residential property sites
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Chichester St Properties Limited*
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Development of investment property
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Wirefox Capital (Bladon Pavilion) Limited *
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Development of residential property site
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Chichester St Holdings Limited
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All of the company's subsidiary undertakings are incorporated in Northern Ireland except for Wirefox Capital (Bladon Pavilion) Limited which is incorporated in Jersey.
* Held indirectly
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Page 12
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
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Freehold investment property
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Transfers between classes
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The 2024 valuations were made by an independent professional valuer in July 2025.
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Work in progress (goods to be sold)
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The difference between the purchase price and their replacement costs is not material.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Page 13
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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The bank loan is secured against a guarantee given by the company's parent undertaking, to a limit of £6,000,000.
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Page 14
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
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Allotted, called up and fully paid
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10,000 (2023 - 10,000) Ordinary shares of £1.00 each
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20,549,429 (2023 - 20,549,429) Preference shares of £1.00 each
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3,450,571 (2023 - 3,450,571) Deferred shares of £1.00 each
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The Ordinary shares have full rights in the Company with respect to voting, dividends and distributions and ranks behind preference shares.
The Preference shares have full rights in the Company with respect to voting, dividends and distributions and ranks before ordinary shares.
The Deferred shares have no rights in the Company with respect to voting, dividends and distributions.
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Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
Includes all current and prior period retained profits and losses.
Called up share capital
This represents the nominal value of shares issued.
Page 15
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Lagan River Portfolio Ltd
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Notes to the financial statements
For the year ended 31 December 2024
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Related party transactions
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The company has availed of the exemption conferred by FRS 102 paragraph 33.7 not to disclose transactions with members of the group headed by Lagan River Portfolio Limited on the grounds that 100% of the voting rights are controlled within that group.
The group is related to Wirefox Management Limited and Wirefox Services Limited by virtue of common director and shareholder.
The group is related to Aztec Financial Services (Jersey) Limited by virtue of common director.
Amounts owed at the balance sheet date are £Nil (2023: £Nil) to Bernard Joseph Eastwood and £12,601 (2023: £3,046) to Aztec Financial Services (Jersey) Limited. The amounts are included within trade creditors and other creditors respectively.
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Administration fees from Aztec Financial Services (Jersey) Limited
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Management fees to Wirefox Management Limited
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Recharge of fees paid to Wirefox Services Limited
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There are fixed and floating charges held over the freehold and long leasehold land known as the Paper Exchange, 43-63 Chichester Street, Belfast, BT1 4RA.
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Post balance sheet events
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On 30th May 2025 Prime Prestige Holdings Ltd sold their share of Lagan River Portfolio Limited to Lagan River Limited. On 23rd July 2025, Lagan River Limited transferred all shares to Lagan River Investments Limited.
There have been no other post balance sheet events of note.
At the balance sheet date the group is ultimately jointly controlled by Lagan River Investments Limited, a company registered in the Cayman Islands, and Prime Prestige Holdings Limited, a company registered in the British Virgin Islands.
On 30th May 2025 Prime Prestige Holdings Ltd sold their existing shares to Lagan River Limited.
On 23rd July 2025, Lagan River Limited transferred all shares to Lagan River Investments Limited. At the date of signing the financial statements, the group is ultimately controlled by Lagan River Investments Limited, a company registered in the Cayman Islands.
Page 16
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