Black Adder Property Investments PLC - Limited company accounts 25.1

REGISTERED NUMBER: 12477873 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

BLACK ADDER PROPERTY INVESTMENTS PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

8

Balance Sheet

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

B M Rogge

F Turau

SECRETARY:

F Turau

REGISTERED OFFICE:

Ground Floor 7 Neptune Court

Hallam Way, Whitehills Business Park,

Blackpool

Lancashire

FY4 5LZ

REGISTERED NUMBER:

12477873 (England and Wales)

SENIOR STATUTORY AUDITOR:

David Evans BA FCA

AUDITORS:

Bishops Audit Ltd

1 Croft Court

Plumpton Close

Whitehills Business Park

Blackpool

Lancashire

FY4 5PR

The directors present their strategic report for the year ended 30 June 2024.

REVIEW OF BUSINESS

The Company was incorporated on 24 February 2020 and has incurred minimal costs for setting up the business. The Company purchased investment property during the year ended 30 June 2022 with a view of generating rental income from this however due to a change in the director's personal circumstances, it now has plans to sell the land for which the Company exchanged contracts in December 2025 and is receiving funds in instalments, with the last instalment being paid in September 2026.

SECTION 172(1) STATEMENT

The Company follows the large Company regime due to it's PLC status rather than value. There is very little activity and the Company has now exchanged contracts in December 2025 to sell the land, and is receiving funds in instalments, with the last instalment being paid in September 2026.

FUTURE DEVELOPMENTS

The Directors' plan for the future was to originally strengthen the Company's investments and the Company had planned to generate rental income.

However, due to a change in the director's personal circumstances, it now has plans to sell the land for which the Company exchanged contracts in December 2025 and is receiving funds in instalments, with the last instalment being paid in September 2026.

KEY PERFORMANCE INDICATORS

We have considered key performance indicators but this is not relevant to this particular financial year. This is something that they will consider each year.

ON BEHALF OF THE BOARD:

B M Rogge - Director

30 June 2026

The directors present their report with the financial statements of the company for the year ended 30 June 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of property investments.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

B M Rogge

F Turau

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Bishops Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

B M Rogge - Director

30 June 2026

Opinion

We have audited the financial statements of Black Adder Property Investments PLC (the 'company') for the year ended 30 June 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet, Cash Flow Statement and Notes to the Cash Flow Statement, 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 the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' 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 director producing the accounts on a basis other than going concern basis is appropriate as there was a contract to sell the land post year end.

Other information

The other information comprises the information 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, expect 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 the audit:

- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors a 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.

Auditors' 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 a Report of the Auditors 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Review of nominal postings for legal and professional fees ensured we identified any regulatory compliance issues and laws that company must follow in the year and to the date of signing the financial statements

- The assessment of fraud was considered as low due to the segregation of duties seen and no cash handled. A review of journal entries and consideration of their appropriateness was carried out through the audit

- Challenging assumptions made by management in making their significant accounting estimates

- Reviewing financial statement disclosure and testing to supporting documentation to assess compliance with applicable laws and regulations

Because of the inherent limitations of an audit, there is a risk we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our 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 Report of the Auditors.

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 a Report of the Auditors 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.

David Evans BA FCA (Senior Statutory Auditor)

for and on behalf of Bishops Audit Ltd

1 Croft Court

Plumpton Close

Whitehills Business Park

Blackpool

Lancashire

FY4 5PR

30 June 2026

TURNOVER

-

Administrative expenses

172,723

10,628

OPERATING LOSS

4

(172,723

)

(10,628

)

Interest receivable and similar income

9,402

14

(163,321

)

(10,614

)

Interest payable and similar expenses

5

172

248

LOSS BEFORE TAXATION

(163,493

)

(10,862

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL YEAR

(163,493

)

(10,862

)

Retained earnings at beginning of year

(30,449

)

(19,587

)

RETAINED EARNINGS AT END OF
YEAR

(193,942

)

(30,449

)

FIXED ASSETS

Tangible assets

8

487,610

489,873

Investments

9

-

21,513

487,610

511,386

CURRENT ASSETS

Debtors

10

200,000

130,745

Cash at bank

9

54

200,009

130,799

CREDITORS

Amounts falling due within one year

11

481,561

272,634

NET CURRENT LIABILITIES

(281,552

)

(141,835

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

206,058

369,551

CAPITAL AND RESERVES

Called up share capital

12

400,000

Retained earnings

13

(193,942

)

(30,449

)

SHAREHOLDERS' FUNDS

206,058

369,551

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

B M Rogge - Director

Cash flows from operating activities

Cash generated from operations

1

(106,187

)

164

Interest paid

(172

)

(248

)

Net cash from operating activities

(106,359

)

(84

)

Cash flows from investing activities

Interest received

9,402

14

Net cash from investing activities

9,402

14

Cash flows from financing activities

Amount introduced by directors

96,913

-

Net cash from financing activities

96,913

-

Decrease in cash and cash equivalents

(44

)

(70

)

Cash and cash equivalents at beginning of
year

2

54

124

Effect of foreign exchange rate changes

(1

)

-

Cash and cash equivalents at end of year

2

9

54

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

Loss before taxation

(163,493

)

(10,862

)

Depreciation charges

2,264

2,830

Impairment charges

21,513

-

Finance costs

172

248

Finance income

(9,402

)

(14

)

(148,946

)

(7,798

)

Increase in trade and other debtors

(69,255

)

-

Increase in trade and other creditors

112,014

7,962

Cash generated from operations

(106,187

)

164

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024

30.6.24

1.7.23

£

Cash and cash equivalents

9

54

Year ended 30 June 2023

30.6.23

1.7.22

£

Cash and cash equivalents

54

124

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.23

Cash flow

At 30.6.24

£

Net cash

Cash at bank

54

(45

)

9

54

(45

)

9

Total

54

(45

)

9

1.	STATUTORY INFORMATION

Black Adder Property Investments PLC is a public company, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. The financial statements are prepared in sterling, which is the functional currency of the entity. The financial statements are rounded to the nearest £1.

Judgements and accounting estimates

In the application of the Company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. The resulting accounting estimate will, by definition, seldom equal the related actual results.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

Useful economic life of tangible fixed assets: the annual depreciation charge is sensitive to changes in the estimated economic lives and residual value of tangible fixed assets; the directors review this annually, though it is generally found that the policies are adequate and representative of the useful lives. Where is it found that they are no longer representative of the assets' value and lives the policy is changed and updated to better reflect the useful lives of the assets and give a more accurate value.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold land

-

not provided

Fixtures and fittings

-

20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 June 2024 nor for the year ended 30 June 2023.

The average number of employees during the year was as follows:

2024

2023

Directors

2

2024

2023

£

Directors' remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024

2023

£

Other operating leases

-

648

Depreciation - owned assets

2,263

2,830

Auditors' remuneration

3,000

1,800

Foreign exchange differences

(6

)

(35

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

Interest payable

172

248

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2024 nor for the year ended 30 June 2023.

7.	GOING CONCERN

The accounts have been drawn up on a basis other than the going concern basis due to the contract to sell the land post year end.

8.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

and

land

fittings

Totals

£

COST

At 1 July 2023

and 30 June 2024

478,555

18,970

497,525

DEPRECIATION

At 1 July 2023

-

7,652

Charge for year

-

2,263

At 30 June 2024

-

9,915

NET BOOK VALUE

At 30 June 2024

478,555

9,055

487,610

At 30 June 2023

478,555

11,318

489,873

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 July 2023

21,513

Impairments

(21,513

)

At 30 June 2024

-

NET BOOK VALUE

At 30 June 2024

-

At 30 June 2023

21,513

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Other debtors

200,000

130,745

As at 30 June 2024 there were other debtors of £200,000 related to unpaid share capital (2023 - £130,745 which related to a loan made to a non related party which has been written off during this set of accounts).

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Other creditors

359,751

249,166

Directors' current accounts

111,981

15,068

Accrued expenses

9,829

8,400

481,561

272,634

12.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

40

Share capital 1

£10,000

400,000

13.

RESERVES

Retained

earnings

£

At 1 July 2023

(30,449

)

Deficit for the year

(163,493

)

At 30 June 2024

(193,942

)

14.	RELATED PARTY DISCLOSURES

There is an interest free loan from the director of £111,981 (2023 - £15,068) which is included in other creditors. Also included in other creditors is a balance of £359,751 (2023 - £249,166), of which £342,741 relates to money owed to an associated company.

15.	POST BALANCE SHEET EVENTS

Subsequent to the balance sheet date, in December 2025, the company unconditionally exchanged contracts to sell its land for a total consideration of 630,000.00 EUR. The carrying value of this property at 30 June 2024 was £478,555. No adjustments have been made to these financial statements in respect of this transaction.

16.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is B M Rogge.

17.	STATEMENT OF CHANGES IN EQUITY

Share

Retained

Total

Capital

Earnings

Equity

£

Balance at 1 July 2023

400,000

(30,449

)

369,551

Changes in equity

Total comprehensive income

-

(163,493

)

(163,493

)

Share capital

-

Balance at 30 June 2024

400,000

(193,942

)

206,058

The retained earnings brought forward as at 1 July 2023 were in a deficit of £30,449. Combined with the £163,493 loss made during the year ended 30 June 2024 has resulted in a cumulative loss to be carried forward of £193,942.