Company registration number 12101322 (England and Wales)
PROPITEER CAPITAL PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
PROPITEER CAPITAL PLC
COMPANY INFORMATION
Directors
P V Lack
P Hole
D J Gaynor
Secretary
P Hole
Company number
12101322
Registered office
Olivers Barn
Maldon Road
Witham
Essex
United Kingdom
CM8 3HY
Auditor
TC Group
First Floor Spitalfields House
Stirling Way
Borehamwood
WD6 2FX
PROPITEER CAPITAL PLC
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 20
PROPITEER CAPITAL PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The directors present the strategic report for the year ended 30 June 2023.

Review of the business

In April 2022 Propiteer Capital increased the £50M secured limited recourse bond issuance programme to £500M, listed on the Vienna Stock Exchange allowing the issue of further Bond Series and Tranches due to the success of the original bond listings.

 

Stock Exchanges

Propiteer Capital PLC's bond programme is 'listed' on leading pan-European authorised stock exchanges including the Weiner Börse Vienna, and Frankfurt Exchange. These being authorised stock exchanges proves the level of due diligence passed in order to list on these exchanges.

 

Vienna MTF

Application has been made to the Vienna Stock Exchange for an additional Programme listing on the Weiner Börse main market. The Main Market is an "EU regulated and recognised market" (as defined in article 1 item 13 of the directive 93/22/EEC), and means that the market enjoys full status as an accredited official market.

 

 

 

 

PROPITEER CAPITAL PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
Principal risks and uncertainties

The Issuer's business

Propiteer Capital PLC, help deliver attractive investment returns through listed bonds in conjunction with our developing partner, Propiteer Limited. They source, build, and manage a range of our property projects, which we then finance using a combination of bank and investor funding.

The portfolio of completed and ongoing projects stretches across strategic nationwide locations that are recession-resilient and well set to enjoy future economic growth and regeneration. Funds are used for exclusive, unique developments across the UK and Ireland, all of which are cherry-picked based on their profitability and demand, ensuring suitable returns opportunities.

 

Propiteer Capital PLC are helping with the supply of essential housing around the country, helping to close the gap in supply and demand for residential properties as well as upgrading and modernising up-and-coming, profitable towns.

 

The investment objective in respect of each tranche of Bonds issued is to be achieved through the use of the proceeds by the Issuer. The Issuer will use the proceeds of each tranche of Bonds issued to procure Borrower Loans with principal and interest payments made from Borrowers under the Borrower Loans intended to generate sufficient funds to enable the Issuer to satisfy its payment obligations under each relevant series and tranche of Bonds issued. Propiteer Capital PLCs customer base is entirely qualified investors who meet the High Net Worth or Sophisticated Investor criteria as defined by the FCA.

 

Issuer's Credit risk

The Issuer has no material assets with the exception of the requirements of the Collateral Manager under the Collateral Management Agreement and the Borrower Loans procured and any security granted as part of that. Payments made in respect of each tranche of Bonds will come entirely from payments in relation to the Borrower Loans.

 

As net proceeds from Bonds are being used to procure Borrower Loans, there is credit risk inherent in these procurement activities. As such any adverse changes in credit quality and Borrower Loan recoverability could affect the Issuer's ability to make sufficient payments to satisfy its own payment obligations to the Bondholders.

 

A downturn in business condition or the general economy in the UK may adversely affect all aspects of the Issuer's business. The Borrower assets which will be subject to the Borrower Security will mainly be located in the UK and as such the geographical concentration of credit risk is mainly centred on the UK making the Issuer sensitive to adverse changes in the UK economy, which could impact on the value of the security taken as part of Borrower Security. Such decreases in value of security could have an impact on the Issuer's ability to make payments to the Issuer's bondholders.

 

Changes and mismatches in interest rates may adversely impact on the Issuer's revenue and/or profits. A substantial fall in the general cost of lending in the UK may adversely impact the availability of Borrower Loans and thus the Issuer's ability to make payments to the Issuer's bondholders. This is because the coupon payments to bondholders are reliant on there being a sufficient pool of Borrower Loans in the market which there may not be.

 

Employer of Staff

The Issuer has several seconded staff members who work in an administrative capacity, in addition to the directors. Staff and directors alike now work with a hybrid approach working from home with and in the office and face to face board meetings have resumed.

 

 

 

 

 

PROPITEER CAPITAL PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
Development and performance

The Issuer's management constantly monitors opportunities to bring in new investment and issue Borrower Loans.

 

Propiteer Capital PLC are strategic partners of Hilton UK and Marriott International. Propiteer recently bid for the development of a new hotel project in Plymouth, during the tender process the head of Hilton UK made a presentation directly to the Plymouth council in support of Propiteers bid and was also supported by documentation by Peterborough City Council which went through a highly detailed due diligence process with Propiteer as the project in Peterborough involves public funds. This unique relationship provides a competitive edge when sourcing and bidding for new hotel opportunities.

 

The directors are of the view that economic consequences of issues such as the post pandemic and recession with interest rate uncertainty will create opportunities which the Issuer will be well placed to take advantage of. The directors will continue the same investment policies which have been successful since its listing with the intention of continuing to increase the Issuer's assets in the future.

 

Business Environment and Future Outlook

The Company's priority is to build a sustainable and growing business, and this takes precedence over short term profit maximisation. Their focus is to build long-term, trusted relationships with investors by understanding that each investor is different and meeting their needs. They continue to build their community and industry impact by adding value through their services and increasing their exposure to the wider market. This can be seen with Propiteer being seen as a strategic partner of both Hilton UK and Marriott International, two global hotel brands.

 

 

Key performance indicators

The company's KPI targets include money's raised through its bond programme, Interest receipts and payables and responsible investment to ensure stakeholder growth.

 

 

Section 172 (1) Statement

The directors acknowledge their duty under S.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole.

 

In doing so, they have had regard (amongst other matters) to;

On behalf of the board

P Hole
Director
27 March 2025
PROPITEER CAPITAL PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -

The directors present their annual report and financial statements for the year ended 30 June 2023.

Principal activities

The principal activity of Propiteer Capital Plc (the "Issuer") is to issue, through a bond programme, various series and tranches of bonds (the "Bonds") and deploy the proceeds for collaterised borrower loans within the wider Propiteer Group (the "Borrower Loans").

 

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P V Lack
P Hole
D J Gaynor
Auditor

TC Group were appointed as auditor to the company 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.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
P Hole
Director
27 March 2025
PROPITEER CAPITAL PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PROPITEER CAPITAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROPITEER CAPITAL PLC
- 6 -
Opinion

We have audited the financial statements of Propiteer Capital Plc (the 'company') for the year ended 30 June 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

PROPITEER CAPITAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROPITEER CAPITAL PLC (CONTINUED)
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

 

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

 

Our approach was as follows:

 

 

PROPITEER CAPITAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROPITEER CAPITAL PLC (CONTINUED)
- 8 -

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

 

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. 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.

Sadikali Gulamabas Premji FCCA (Senior Statutory Auditor)
For and on behalf of TC Group, Statutory Auditor
Chartered Certified Accountants
First Floor Spitalfields House
Stirling Way
Borehamwood
WD6 2FX
27 March 2025
PROPITEER CAPITAL PLC
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
5,519,086
2,939,340
Cost of sales
(4,874,574)
(2,432,075)
Gross profit
644,512
507,265
Administrative expenses
(30,140,480)
(467,426)
(Loss)/profit before taxation
(29,495,968)
39,839
Tax on (loss)/profit
7
(443)
(11,965)
(Loss)/profit for the financial year
(29,496,411)
27,874

The profit and loss account has been prepared on the basis that all operations are continuing operations.

PROPITEER CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
2023
2022
£
£
(Loss)/profit for the year
(29,496,411)
27,874
Other comprehensive income
-
-
Total comprehensive income for the year
(29,496,411)
27,874
PROPITEER CAPITAL PLC
BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 11 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
8
17,561,884
27,376,501
Cash at bank and in hand
376
398,895
17,562,260
27,775,396
Creditors: amounts falling due within one year
9
(4,039,237)
(15,885,601)
Net current assets
13,523,023
11,889,795
Creditors: amounts falling due after more than one year
10
(42,934,741)
(11,805,102)
Net (liabilities)/assets
(29,411,718)
84,693
Capital and reserves
Called up share capital
12
50,000
50,000
Profit and loss reserves
(29,461,718)
34,693
Total equity
(29,411,718)
84,693
The financial statements were approved by the board of directors and authorised for issue on 27 March 2025 and are signed on its behalf by:
P Hole
Director
Company registration number 12101322 (England and Wales)
PROPITEER CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2021
50,000
6,819
56,819
Year ended 30 June 2022:
Profit and total comprehensive income
-
27,874
27,874
Balance at 30 June 2022
50,000
34,693
84,693
Year ended 30 June 2023:
Loss and total comprehensive income
-
(29,496,411)
(29,496,411)
Balance at 30 June 2023
50,000
(29,461,718)
(29,411,718)
PROPITEER CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
14
(17,851,511)
(16,102,612)
Income taxes paid
(14,046)
-
0
Net cash outflow from operating activities
(17,865,557)
(16,102,612)
Financing activities
Repayment of debentures
17,467,038
16,115,140
Net cash generated from financing activities
17,467,038
16,115,140
Net (decrease)/increase in cash and cash equivalents
(398,519)
12,528
Cash and cash equivalents at beginning of year
398,895
386,367
Cash and cash equivalents at end of year
376
398,895
PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
1
Accounting policies
Company information

Propiteer Capital Plc is a private company limited by shares incorporated in England and Wales. The registered office is Olivers Barn, Maldon Road, Witham, Essex, United Kingdom, CM8 3HY.

1.1
Accounting convention

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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

 

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 15 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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

Basic financial assets, which include debtors and cash and bank balances, 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 16 -
Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 17 -
Deferred tax

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 when the company has 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.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Management fee
108,662
50,785
Interest receivable
5,410,424
2,888,555
5,519,086
2,939,340
2023
2022
£
£
Turnover analysed by geographical market
5,519,086
2,939,340
PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 18 -
4
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
2,052
(4,535)
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
5,500
7,230
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
-
0
-
0
7
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
443
11,965

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
(Loss)/profit before taxation
(29,495,968)
39,839
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(7,373,992)
7,569
Tax effect of expenses that are not deductible in determining taxable profit
201
4,396
Under/(over) provided in prior years
443
-
0
Losses carried forward
7,373,791
-
0
Taxation charge for the year
443
11,965
PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 19 -
8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
137,934
137,934
Amounts owed by group undertakings
35,688
34,414
Other debtors
17,164,018
26,920,753
Prepayments and accrued income
224,244
283,400
17,561,884
27,376,501
9
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Debenture loans
11
-
0
13,662,601
Trade creditors
160,517
127,782
Corporation tax
-
0
13,603
Other creditors
1,016,219
367,109
Accruals and deferred income
2,862,501
1,714,506
4,039,237
15,885,601
10
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Debenture loans
11
42,934,741
11,805,102
11
Loans and overdrafts
2023
2022
£
£
Debenture loans
42,934,741
25,467,703
Payable within one year
-
0
13,662,601
Payable after one year
42,934,741
11,805,102

The debentures comprise bonds issued by the company. The bonds are unsecured and carry a fixed rate of return.

 

 

PROPITEER CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 20 -
12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,000
50,000
50,000
50,000
13
Post balancesheet events

Subsequent to the year end the company's the debenture holders holding a total of £58,560,557 of bonds converted their bonds into Preference Share Capital. The terms of the Preference shares were such that they would qualify as equity.

 

14
Cash absorbed by operations
2023
2022
£
£
(Loss)/profit after taxation
(29,496,411)
27,874
Adjustments for:
Taxation charged
443
11,965
Movements in working capital:
Decrease/(increase) in debtors
9,814,617
(17,742,544)
Increase in creditors
1,829,840
1,600,093
Cash absorbed by operations
(17,851,511)
(16,102,612)
15
Analysis of changes in net debt
1 July 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
398,895
(398,519)
376
Borrowings excluding overdrafts
(25,467,703)
(17,467,038)
(42,934,741)
(25,068,808)
(17,865,557)
(42,934,365)
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