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Financial Statements
Chichester St Holdings Limited
For the year ended 31 December 2024
Registered number: NI654608
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Chichester St Holdings Limited
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Company Information
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Ying Wah Li (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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Chichester St Holdings Limited
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Contents
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Independent auditor's report
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Statement of financial position
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Notes to the financial statements
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Chichester St Holdings Limited
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Independent auditor's report to the members of Chichester St Holdings Limited
We have audited the financial statements of Chichester St Holdings Limited, which comprise the Statement of financial position for the 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, Chichester St Holdings Limited'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 Company as at 31 December 2024 and of its financial performance for the 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 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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Chichester St Holdings Limited
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Independent auditor's report to the members of Chichester St Holdings Limited (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 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, 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' exemptions from the requirement to prepare a strategic report or in preparing the Directors' report.
Page 2
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Chichester St Holdings Limited
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Independent auditor's report to the members of Chichester St Holdings Limited (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 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 Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the 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 industry, we identified that the principal risks of non-compliance with laws and regulations related to Data Privacy Laws, 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 Companies Act 2006 and applicable tax laws. 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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Chichester St Holdings Limited
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Independent auditor's report to the members of Chichester St Holdings Limited (continued)
We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
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 an allowance for the impairment of debtors and;
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management
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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
Date: 6 August 2025
Page 4
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Chichester St Holdings Limited
Registered number:NI654608
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Statement of financial position
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 statement of comprehensive income 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 6 to 11 form part of these financial statements.
Page 5
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Chichester St Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
Chichester St Holdings Limited, registered number NI654608, is a Company limited by shares and incorporated in Northern Ireland. The registered office is 2 Downshire Road, Holywood, BT18 9LU.
The principal activity of the Company is that of a holding company.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
The Company has relied on specified exemptions in section 399 of the Companies Act 2006 on the grounds that the results of the Company and its subsidiaries are consolidated in the financial statements of the ultimate parent company. Consequently, these financial statements deal with the results of the Company as a single entity.
As at 31 December 2024, the Company is due funds in respect of an intercompany loan with Chichester St Properties Limited (“the Subsidiary”) totalling £33,603,296 and has a loan due to Lagan River Portfolio Limited (“the Parent”) totalling £33,603,295, both of which fall due for repayment in January 2025 as of year-end. The Subsidiary’s external bank loan, which totalled £22,598,765 as at 31 December 2024, falls due for repayment in January 2025 as of year-end. The total debt in the 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 ultimate parent, 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.
Interest income is recognised in profit or loss using the effective interest method.
Page 6
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Chichester St Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Investments in subsidiaries are measured at cost less accumulated impairment.
At each reporting date fixed assets are reviewed to determine whether there is any indication that those
assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 7
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Chichester St Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
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 income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities debtors and creditors.
Debtors and creditors with no stated interest rate and receivables and payables within a year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.
Allowance for provision of debtors
The Company estimates the allowance for doubtful debtors based on assessment of specific accounts where the Company has objective evidence comprising default in payment terms or significant financial difficulty that certain companies are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of the relationship.
Page 8
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Chichester St Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
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The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £NIL).
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Chichester St Properties Limited
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Development of investment property
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The registered office of the subsidiary is 2 Downshire Road, Holywood, Northern Ireland, BT18 9LU.
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Amounts owed by group undertakings
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Amounts owed by group undertakings have a market rate of interest applied as they are financing in nature.
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Page 9
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Chichester St Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings have a market rate of interest applied as they are financing in nature.
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There are fixed and floating charges over the assets of the Company and its subsidiary undertaking.
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Allotted, called up and fully paid
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200 (2023 - 200 ) Ordinary shares of £0.01 each
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Called up share capital
This represents the nominal value of shares issued.
Profit and loss account
Includes all current and prior period retained profits and losses.
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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.
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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.
Page 10
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Chichester St Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
At the balance sheet date the Company’s immediate parent is Lagan River Portfolio Limited, a company incorporated in Northern Ireland. The smallest and largest group which the results of Chichester St Holdings Limited is included in is that headed by Lagan River Portfolio Limited. The Company 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 accounts, the group is ultimately controlled by Lagan River Investments Limited, a company registered in the Cayman Islands.
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