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Company Registration Number SC330496
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BATHSHEBA (PROPERTIES) LIMITED
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BATHSHEBA (PROPERTIES) LIMITED
REGISTERED NUMBER: SC330496
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
Lynn Mortimer
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The notes on pages 4 to 13 form part of these financial statements.
Page 1
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BATHSHEBA (PROPERTIES) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
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At 1 January 2018 (as previously stated)
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At 1 January 2018 (as restated)
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Comprehensive income for the year
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Surplus on revaluation of freehold property
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Other comprehensive income for the year
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Total comprehensive income for the year
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Transfer to/from profit and loss account
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Total transactions with owners
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The notes on pages 4 to 13 form part of these financial statements.
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Page 2
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BATHSHEBA (PROPERTIES) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2017
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Comprehensive income for the year
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Surplus on revaluation of freehold property
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 4 to 13 form part of these financial statements.
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Page 3
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
Bathsheba (Properties) Limited is a private company, limited by shares, registered in Scotland. The company's registration number is SC330496 and its registered office address is 23 Royal Exchange Square, Glasgow, G1 3AJ.
The principal activity of the company in the year under review was that of a restaurant, bar and property investment company.
These financial statements have been presented in pound sterling, rounded to the nearest pound, as this is the currency of the primary economic environment in which it operates.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The company has net liabilities of £2,635,785. However, the financial statements have been prepared on the going concern basis, based upon the continued support of the Group's funders and shareholders.
Post year end, in August 2019, the shares in the parent of the group have been purchased by Ediston (RES) Limited.
Following the change in ownership cash was injected into the group to settle a significant amount of the group's liabilities, particular amounts falling due within 12 months of the year end.
Since the change in ownership a new reporting structure has been implemented. A business plan has been drawn up along with detailed projections and forecasts. These forecast show that the remaining longer term debt can be serviced out of the business operations, these have been prepared on a conservative basis.
The directors believe that with the support of the new parent entity and based on current trading patterns and projections, that the company can continue to operate and meet its liabilities as they fall due.
Page 4
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Page 5
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Tangible fixed assets under the cost model, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Freehold property and investment property are not held under the cost model. See 2.9 and 2.10 for more detail.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Investment property is carried at fair value determined annually by the directors with reference to external valuations and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Income and Retained Earnings.
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Revaluation of tangible fixed assets
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Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the Statement of Financial Position date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in the Statement of Comprehensive Income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
Page 6
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Page 7
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
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Significant judgements and estimates
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The preparation of these financial statements require management to make judgments, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses.
Judgements and estimates are continually evaluated and are based on historical experiences and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting
estimates 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 discussed below:
(a) Investment properties
Investment property values within the accounts are assessed annually.
Valuations are based on external valuations and derived from the current market rents and
investment property yields for comparable real estate, adjusted if necessary for any difference in the
nature, location or condition of the specific asset.
There is an inevitable degree of judgement involved in that each property is unique and value can
only ultimately be reliably tested in the market itself.
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Fees payable to the Company's auditor for the audit of the Company's annual financial statements totalled £2,000 (2017 - £2,000).
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The average monthly number of employees, including directors, during the year was 45 (2017 - 37).
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Page 8
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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As restated Freehold property
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At 1 January 2018 (as previously stated)
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At 1 January 2018 (as restated)
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Charge for the year on owned assets
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At 31 December 2017 (as restated)
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Page 9
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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As restated Freehold investment property
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The 2018 valuations were made by the directors, on an open market value for existing use basis.
The most recent external valuation was carried out in 2017 by CBRE Limited. The directors do not believe the value of the property has changed materially since that date.
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If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
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Page 10
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The following liabilities were secured:
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Details of security provided:
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Bank loans are secured by way of a standard security over the properties owned by the company held by Property Finance Nominees (No.3) Limited. This security also holds a negative pledge.
Bank loans are secured by way of a floating charge debenture over the assets of the company held by Property Finance Nominees (No.3) Limited. This security also holds a negative pledge.
The loan is repayable within 12 months and interest is accrued daily at a rate of 1% per annum.
Page 11
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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Allotted, called up and fully paid
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100 (2017 - 100) Ordinary shares of £1.00 each
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Revaluation reserve
Comprises of the gains and losses on the revaluation of freehold property.
Profit and loss account
Includes all current and prior period retained profits and losses.
The directors have considered the fair value of the investment property and freehold property, after considering the information available, including valuation reports dated May 2017, the directors consider that the value of the properties should have been adjusted in the previous year. As a result of the prior year adjustment, P&L reserves brought forward have decreased by £430,000 and the revaluation reserves have been increased by 459,999, there has been no impact on the current year.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £2,463 (2017 - £NIL). Contributions totalling £831 (2017 - £NIL) were payable to the fund at the reporting date and are included in creditors.
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Related party transactions
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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.
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Post balance sheet events
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On the 3 August 2019 Ediston (RES) Limited has purchased the entire ordinary share capital of Landfern
Limited to become the new ultimate parent.
Page 12
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BATHSHEBA (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
The company's parent undertaking at the balance sheet date was Bathsheba Holdings Limited. The company's ultimate parent undertaking at the balance sheet date was Landfern Limited, a company incorporated in Scotland. Their registered address is 23 Royal Exchange Square, Glasgow, Scotland, G1 3AJ. The company’s ultimate parent undertaking at the date the accounts were issued was Edison (RES) Limited.
The company’s results are included within the consolidated accounts of “Landfern Limited” and these can be found on www.companieshouse.gov.uk
The ultimate controlling party at year end was Elaine O'Neill.
The auditors' report on the financial statements for the year ended 31 December 2018 was unqualified.
The audit report was signed on 23 December 2019 by Joanna Gray ACA FCCA DChA (Senior Statutory Auditor) on behalf of Armstrong Watson Audit Limited.
Page 13
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