SPENCER PROPERTIES (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 MARCH 2024
Company Registration No. 04707516 (England and Wales)
SPENCER PROPERTIES (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
SPENCER PROPERTIES (UK) LIMITED
BALANCE SHEET
AS AT 29 MARCH 2024
29 March 2024
- 1 -
29 March 2024
31 March 2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
501,133
432,515
Investment property
6
17,807,053
16,082,793
Investments
5
361,932
361,932
18,670,118
16,877,240
Current assets
Debtors
7
186,428
252,587
Cash at bank and in hand
754,460
774,593
940,888
1,027,180
Creditors: amounts falling due within one year
8
(8,610,205)
(492,438)
Net current (liabilities)/assets
(7,669,317)
534,742
Total assets less current liabilities
11,000,801
17,411,982
Creditors: amounts falling due after more than one year
9
-
0
(8,170,000)
Net assets
11,000,801
9,241,982
Capital and reserves
Called up share capital
6,830,166
6,830,166
Profit and loss reserves
4,170,635
2,411,816
Total equity
11,000,801
9,241,982

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 September 2025 and are signed on its behalf by:
Mr J D Spencer
Director
Company Registration No. 04707516
SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 MARCH 2024
- 2 -
1
Accounting policies
Company information

Spencer Properties (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 18 Headingley Lane, Leeds, LS6 2AS.

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 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

The company has taken advantage of the exemption under section 383 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

As at 29 March 2024, the outstanding bank borrowing in relation to the property portfolio was £8,170,000. The expiry date of this facility is February 2026. The company is currently underway completing legal requirements relating to re-constituting certain securities to satisfy the company’s existing lenders and as soon as this has concluded the company’s directors will seek to refinance the current facility. The directors of the company see no reason why satisfactory re-financing cannot be successfully achieved and are confident that this will be achieved before the expiry date. Early indications from the company’s existing lenders are favourable as the recent valuation undertaken resulted in an acceptable loan to value ratio.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings Freehold
2% straight line
Fixtures, fittings & equipment
25% reducing balance basis and 33% straight line basis
Motor vehicles
25% reducing balance basis.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is measured using the fair value model and stated at its fair value as the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
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.

SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
1.9
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.

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 paymen ts 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. A m ounts 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.

1.10
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.

1.11
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.12
Taxation

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

SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
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.

Deferred tax
Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.
No provision has been made for deferred tax on gains recognised on revaluing property to its market value as the company does not intend to sell the revalued assets.
1.13
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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
- 6 -
3
Employees

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

2024
2023
Number
Number
Total
11
11
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2023
420,000
124,627
544,627
Additions
-
0
37,460
37,460
Revaluation
34,286
-
0
34,286
At 29 March 2024
454,286
162,087
616,373
Depreciation and impairment
At 1 April 2023
-
0
112,112
112,112
Depreciation charged in the period
-
0
3,128
3,128
At 29 March 2024
-
0
115,240
115,240
Carrying amount
At 29 March 2024
454,286
46,847
501,133
At 31 March 2023
420,000
12,515
432,515
SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
- 7 -
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
361,932
361,932
Fixed asset investments not carried at market value

The investments in subsidiaries are all stated at cost.

Letters of Leeds Limited, a wholly owned subsidiary, was struck off the Companies House register after the year end.

Spencer Properties S.L is a wholly owned subsidiary.

6
Investment property
2024
£
Fair value
At 1 April 2023
16,082,793
Revaluations
1,724,260
At 29 March 2024
17,807,053

On historical cost basis the investment property is valued at £15,828,767 (2023: £15,828,767).

The investment properties have been valued on an open market basis in January 2025 by CBRE Limited, who are not connected with the company, for £18,180,000.

The directors believe that the reasonable value of the properties at the period end was £17,807,053.

7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
8,797
9,831
Amounts owed by group undertakings
21,987
8,946
Other debtors
155,644
233,810
186,428
252,587
SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
- 8 -
8
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
8,170,000
70,000
Trade creditors
82,244
85,447
Corporation tax
6,695
33,179
Other creditors
351,266
303,812
8,610,205
492,438
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
-
0
8,170,000
10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Alison Whalley
Statutory Auditor:
Azets Audit Services
SPENCER PROPERTIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 29 MARCH 2024
- 9 -
11
Related party transactions
Remuneration of key management personnel
2024
2023
£
£
Aggregate compensation
34,275
62,232
Transactions with related parties

During the period the company entered into the following transactions with companies with common directors:

Sale of goods
Purchase of goods
2024
2023
2024
2023
£
£
£
£
Related Companies
130,500
130,500
-
5,760
Amounts owed by related parties
Amounts owed by related parties
2024
2023
Balance
Net
Balance
Net
£
£
£
£
Related Companies
155,043
155,043
212,622
212,622
155,043
155,043
212,622
212,622

12
Controlling party

The company is under the control of the trustees of The Spencer Family Trust. The service address is 18 Headingley Lane, Leeds, LS6 2AS.

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