Howard Sandcliffe Investments 3 Limited - Limited company accounts 25.1

REGISTERED NUMBER: 06181130 (England and Wales)

REPORT OF THE DIRECTOR AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025

FOR

HOWARD SANDCLIFFE INVESTMENTS 3 LIMITED

Page

Company Information

1

Report of the Director

2

Consolidated Income Statement

3

Consolidated Balance Sheet

4

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

8

DIRECTOR:

J Latimer

REGISTERED OFFICE:

2 Manor Farm Court

Old Wolverton Road

Milton Keynes

Buckinghamshire

MK12 5NN

REGISTERED NUMBER:

06181130 (England and Wales)

ACCOUNTANTS:

Ad Valorem Accountancy Services Limited

Chartered Certified Accountants

2 Manor Farm Court

Old Wolverton Road

Old Wolverton

Buckinghamshire

MK12 5NN

The director presents his report with the financial statements of the company and the group for the year ended 31 January 2025.

DIRECTOR

J Latimer held office during the whole of the period from 1 February 2024 to the date of this report.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J Latimer - Director

30 September 2025

TURNOVER

3,994,192

4,432,860

Cost of sales

2,825,842

3,292,793

GROSS PROFIT

1,168,350

1,140,067

Administrative expenses

1,155,027

1,121,517

OPERATING PROFIT

4

13,323

18,550

Interest receivable and similar income

16,865

15,684

30,188

34,234

Interest payable and similar expenses

31,633

17,578

(LOSS)/PROFIT BEFORE TAXATION

(1,445

)

16,656

Tax on (loss)/profit

33,748

44,344

LOSS FOR THE FINANCIAL YEAR

(35,193

)

(27,688

)

Loss attributable to:

Owners of the parent

(35,193

)

(27,688

)

FIXED ASSETS

Intangible assets

6

427,636

570,160

Tangible assets

7

183,623

135,615

Investments

8

-

611,259

705,775

CURRENT ASSETS

Debtors

9

973,743

594,507

Cash in hand

3

1

973,746

594,508

CREDITORS

Amounts falling due within one year

10

1,454,774

1,167,412

NET CURRENT LIABILITIES

(481,028

)

(572,904

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

130,231

132,871

CREDITORS

Amounts falling due after more than one
year

11

(134,892

)

(95,848

)

PROVISIONS FOR LIABILITIES

(4,810

)

(11,301

)

NET (LIABILITIES)/ASSETS

(9,471

)

25,722

CAPITAL AND RESERVES

Called up share capital

13

180

Share premium

179,820

Capital redemption reserve

20,000

Retained earnings

(209,471

)

(174,278

)

SHAREHOLDERS' FUNDS

(9,471

)

25,722

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 January 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

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

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

J Latimer - Director

FIXED ASSETS

Intangible assets

6

-

Tangible assets

7

-

Investments

8

3,664,210

CURRENT ASSETS

Cash at bank

85

-

CREDITORS

Amounts falling due within one year

10

3,063,798

3,061,582

NET CURRENT LIABILITIES

(3,063,713

)

(3,061,582

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

600,497

602,628

CAPITAL AND RESERVES

Called up share capital

13

180

Share premium

179,820

Capital redemption reserve

20,000

Retained earnings

400,497

402,628

SHAREHOLDERS' FUNDS

600,497

602,628

Company's loss for the financial year

(2,131

)

(2,767

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the director and authorised for issue on 30 September 2025 and were signed by:

J Latimer - Director

1.	STATUTORY INFORMATION

Howard Sandcliffe Investments 3 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The company's place of business is Unit 5 Avebury Court, Mark Road, Hemel Hempstead, Hertfordshire, HP2 7TA.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

BASIS OF CONSOLIDATION

The financial statements consolidate the accounts of Howard Sandcliffe Investments 3 Limited and all of its subsidiary undertakings ('subsidiaries').

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

GOODWILL

Goodwill, being the amount paid in connection with the acquisition of a business in 2008, is being amortised evenly over its estimated useful life of twenty years.

INTANGIBLE ASSETS

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

25% on reducing balance

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

HIRE PURCHASE AND LEASING COMMITMENTS

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

LONG-TERM CONTRACTS

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recoding turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total costs expected for the contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

DEBTORS AND CREDITORS RECEIVABLE/PAYABLE WITHIN ONE YEAR.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in administrative expenses.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 1 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 10 (2024 - 9 ) .

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

Depreciation - owned assets

8,882

11,146

Goodwill amortisation

142,524

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 February 2024

and 31 January 2025

2,850,544

AMORTISATION

At 1 February 2024

2,280,384

Charge for year

142,524

At 31 January 2025

2,422,908

NET BOOK VALUE

At 31 January 2025

427,636

At 31 January 2024

570,160

The directors have carried out an impairment review of the goodwill in the consolidated statement of financial position (note 8) relating to the trading subsidiary. The recoverable amount of the goodwill and the investment has been determined based on value in use calculations, using cash flow projections established by the directors and by applying a discount rate and growth rate comparable to market rates for other assets of a similar nature and risk.

As a result of the impairment testing, the directors are confident that the carrying value of goodwill in the consolidated statement of financial position and the investment in the company statement of financial position (note 8) is not impaired as the value in use exceeded the carrying value.

7.	TANGIBLE FIXED ASSETS

Group

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

COST

At 1 February 2024

4,476

55,643

165,600

225,719

Additions

-

110,055

At 31 January 2025

4,476

55,643

275,655

335,774

DEPRECIATION

At 1 February 2024

3,369

51,204

35,531

90,104

Charge for year

369

1,648

60,030

62,047

At 31 January 2025

3,738

52,852

95,561

152,151

NET BOOK VALUE

At 31 January 2025

738

2,791

180,094

183,623

At 31 January 2024

1,107

4,439

130,069

135,615

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

vehicles

£

COST

At 1 February 2024

110,260

Additions

110,055

At 31 January 2025

220,315

DEPRECIATION

At 1 February 2024

7,652

Charge for year

53,165

At 31 January 2025

60,817

NET BOOK VALUE

At 31 January 2025

159,498

At 31 January 2024

102,608

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 February 2024

and 31 January 2025

3,664,210

NET BOOK VALUE

At 31 January 2025

3,664,210

At 31 January 2024

3,664,210

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

SUBSIDIARY

Adex Interiors for Industry Ltd

Registered office: Unit 5 Avebury Court, Mark Road, Hemel Hempstead, Hertfordshire, HP2 7TA

Nature of business: Office interior design and supply

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

Aggregate capital and reserves

2,626,407

2,517,146

Profit for the year

109,461

117,604

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2025

2024

£

Trade debtors

441,455

340,822

Amounts owed by group undertakings

363,585

200,348

Amounts recoverable on contract

132,397

26,944

Other debtors

36,306

26,393

973,743

594,507

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

Bank loans and overdrafts

220,423

152,057

-

Hire purchase contracts

36,598

15,481

-

Payments received on account

362,151

197,674

-

Trade creditors

346,547

200,287

-

Amounts owed to group undertakings

-

3,014,227

3,012,648

Taxation and social security

223,093

307,248

-

Other creditors

265,962

294,665

49,571

48,934

1,454,774

1,167,412

3,063,798

3,061,582

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

2025

2024

£

Bank loans

3,334

13,334

Hire purchase contracts

131,558

82,514

134,892

95,848

12.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2025

2024

£

Bank loans

13,334

23,334

The group's bank borrowings are secured by fixed and floating charges over the assets of both group companies.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

180

Ordinary

£1

180

14.	ULTIMATE PARENT COMPANY

The company is a subsidiary of Adex Holdings Limited, a company incorporated in England & Wales. The registered office of Adex Holdings Limited is 2 Manor Farm Court, Old Wolverton Road, Old Wolverton, Milton Keynes, Buckinghamshire, MK12 5NN.

15.	OTHER FINANCIAL COMMITMENTS

Group

Total amounts contracted for but not provided in the financial statements amounted to £26,036 (2023: £26,036). These relate to operating leases.

16.	DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 January 2025 and 31 January 2024:

2025

2024

£

J Latimer

Balance outstanding at start of year

1,640

Amounts repaid

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

1,640

The director's loan is in the subsidiary, Adex Interiors for Industry Ltd, and is interest free and repayable on demand.

17.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

During the year, the group paid rent of £16,504 (2024: £17,000) to a limited liability partnership in which the director is a partner.