County Catering & Leisure Properties Lim - Limited company accounts 22.3

REGISTERED NUMBER: 02696466 (England and Wales)

COUNTY CATERING & LEISURE PROPERTIES

LIMITED

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Profit and Loss Account

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTOR:

P D Prestidge

SECRETARY:

J D Laird

REGISTERED OFFICE:

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

REGISTERED NUMBER:

02696466 (England and Wales)

AUDITORS:

Bessler Hendrie LLP

Chartered Accountants

Statutory Auditor

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

The director presents his report with the financial statements of the company for the year ended 31 March 2022.

PRINCIPAL ACTIVITY

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

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.

DIRECTOR

P D Prestidge held office during the whole of the period from 1 April 2021 to the date of this report.

GOING CONCERN

There are no material uncertainties that may cast significant doubt about the ability of the company to continue as a going concern. At the year end, the majority of the properties had been let and most commercial tenants in situ have a number of years remaining on their lease terms. In one of the properties two tenants exercised their break clauses during the year and one of these office spaces has been leased following the year end. The remaining office space is generating interest from potential new tenants but whilst the market situation remains unclear there is no guarantee that new tenants will be immediately found for any vacant premises and vacant premises may remain empty for longer than usual. The director has planned for this and anticipated longer voids are manageable as are higher interest rates and will not impact the ability for the company to continue as a going concern. The director continues to remain in active discussions with commercial tenants.

The director has a reasonable expectation that the company has adequate resources, from rental activities and property value, to continue in operational existence for the foreseeable future and, therefore, continues to adopt the going concern basis of accounting in preparing the annual financial statements.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Bessler Hendrie LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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 D Laird - Secretary

19 December 2022

Opinion

We have audited the financial statements of County Catering & Leisure Properties Limited (the 'company') for the year ended 31 March 2022 which comprise the Profit and Loss Account, Balance Sheet and 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 31 March 2022 and of its profit 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's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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, 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 management. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our approach was as follows:

-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates and determined that the significant frameworks, which are directly relevant to specific assertions in the financial statements, are those that relate to the reporting framework (FRS 102 including the Companies Act 2006) and the relevant tax regulations in the UK. This included discussions amongst the members of the audit team and tax specialists.

-

We understood how the company is complying with those frameworks through enquiry with management.

-

We assessed the risks related to the control environment and in particular those related to management override of controls given the size of the business.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

-

Inquire of management regarding their knowledge and actions relating to any non-compliance with laws and regulations that could affect the financial statements.

-

Reviewing the financial statement disclosures and testing supporting documentation.

-

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

-

Obtaining and reading correspondence from legal and regulatory bodies including HMRC.

-

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal adjustments, accounting estimates and judgements made.

-

Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Matthew Oliver (Senior Statutory Auditor)

for and on behalf of Bessler Hendrie LLP

Chartered Accountants

Statutory Auditor

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

19 December 2022

TURNOVER

1,218,461

1,086,727

Administrative expenses

(208,822

)

(182,397

)

OPERATING PROFIT

1,009,639

904,330

Interest receivable and similar income

6

1,168

40,092

1,010,807

944,422

Change in fair value

of investment property

-

(3,470,000

)

1,010,807

(2,525,578

)

Interest payable and similar expenses

7

(441,679

)

(423,630

)

PROFIT/(LOSS) BEFORE TAXATION

569,128

(2,949,208

)

Tax on profit/(loss)

8

(111,309

)

(78,977

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

457,819

(3,028,185

)

FIXED ASSETS

Tangible assets

9

35,537

39,328

Investment property

10

19,600,000

19,600,000

19,635,537

19,639,328

CURRENT ASSETS

Debtors

11

334,101

921,510

Cash at bank

2,836,385

2,036,378

3,170,486

2,957,888

CREDITORS

Amounts falling due within one year

12

(751,140

)

(763,649

)

NET CURRENT ASSETS

2,419,346

2,194,239

TOTAL ASSETS LESS CURRENT LIABILITIES

22,054,883

21,833,567

CREDITORS

Amounts falling due after more than one year

13

(14,534,936

)

(14,342,439

)

PROVISIONS FOR LIABILITIES

15

(321,600

)

(297,000

)

NET ASSETS

7,198,347

7,194,128

CAPITAL AND RESERVES

Called up share capital

2

2

Retained earnings

16

7,198,345

7,194,126

SHAREHOLDERS' FUNDS

7,198,347

7,194,128

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 19 December 2022 and were signed by:

P D Prestidge - Director

1.	STATUTORY INFORMATION

County Catering & Leisure Properties 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 Company Information page.

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

Unless indicated otherwise in the accounting policies below, the financial statements have been prepared under the historical cost convention.

Significant judgements and estimates

The director has made key assumptions in the determination of the fair value of an investment property. The valuation method is further described in note 10 together with the valuation of the property at the reporting date.

Turnover

Turnover represents net rental income receivable, excluding value added tax.

Rent free periods or other incentives received for entering into a lease are accounted for over the term of the lease.

Rent concessions granted in relation to Covid-19 are recognised over the period in which the concession is intended to compensate.

Tangible fixed assets

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

Plant and machinery etc

-

over 5 years

Tangible fixed assets are stated at their historical cost price less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for use. The asset's residual values, useful lives and depreciation methods are reviewed if there is an indication of significant change since the last reporting date.

On disposal the difference between the net proceeds and carrying amount of the item sold is recognised in profit and loss and is included in administrative expenses.

Investment property

Investment properties are properties held to earn rentals and/or for capital appreciation and are accounted for in accordance with FRS 102 Section 16 "Investment Property." Investment properties are initially measured at cost, including transaction costs. Subsequently investment properties are measured at fair value.

Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period which they arise. Any gains are subsequently transferred to a non-distributable reserve. The company has applied S841 of the Companies Act 2006 allowing provisions for diminution in value to be grouped with overall net unrealised gains. Any losses are therefore only transferred to the non-distributable reserve as far as they can be matched against overall net unrealised gains.

Taxation

Current tax is the amount of corporation tax payable in respect of the taxable profit for the period or prior periods. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

Financial instruments

Financial assets and liabilities are recognised when the company becomes party to the contractual provisions of the instrument. All financial assets and liabilities are initially measured at transaction price. With the exception of Investment properties the company has no financial assets measured at fair value through profit or loss. All subsequent remeasurement of financial assets and liabilities are recognised at amortised cost using the effective interest rate method.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2021 - NIL).

5.	AUDITORS' REMUNERATION

2022

2021

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

14,500

14,500

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2022

2021

£

£

Deposit account interest

765

79

Other interest receivable

403

3,594

Intra-group interest

-

36,419

1,168

40,092

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2022

2021

£

£

Bank loan interest

306,746

343,446

Other loan interest

134,933

80,184

441,679

423,630

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2022

2021

£

£

Current tax:

UK corporation tax

87,000

55,000

Adjustment in respect of prior year

(291

)

(23

)

Total current tax

86,709

54,977

Deferred tax

24,600

24,000

Tax on profit/(loss)

111,309

78,977

UK corporation tax has been charged at 19% (2021 - 19%).

The company has unused capital losses of £1,073k (2021: £1,073k). A deferred tax asset has not been recognised in respect of these losses as there is insufficient certainty regarding the recoverability of the losses.

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 April 2021

and 31 March 2022

66,784

DEPRECIATION

At 1 April 2021

27,456

Charge for year

3,791

At 31 March 2022

31,247

NET BOOK VALUE

At 31 March 2022

35,537

At 31 March 2021

39,328

10.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2021

and 31 March 2022

19,600,000

NET BOOK VALUE

At 31 March 2022

19,600,000

At 31 March 2021

19,600,000

Fair value at 31 March 2022 is represented by:

£

Valuation in 2022

19,600,000

Freehold property was valued on an open market basis on 31 March 2022 by the director. Open market value is considered to be equal to the property's fair value.

If all the properties were sold at their open market value at the balance sheet date, there would be an estimated tax liability arising of £Nil (2021: £Nil).

The company has granted a fixed charge over the investment properties with a carrying value of £19,600,000 as security for the bank loans. See note 13 for further information.

11.

DEBTORS

2022

2021

£

£

Amounts falling due within one year:

Trade debtors

24,932

53,789

Other debtors

220,927

293,218

Directors' current accounts

-

450,000

Prepayments and accrued income

55,242

89,503

301,101

886,510

Amounts falling due after more than one year:

Other debtors

33,000

35,000

Aggregate amounts

334,101

921,510

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade creditors

7,984

21,246

Corporation tax

87,000

55,000

Social security and other

taxes

68,984

67,445

Other creditors

281,858

360,000

Directors' current accounts

49,603

-

Accruals and deferred income

255,711

259,958

751,140

763,649

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2021

£

£

Bank loans - 2-5 years

10,780,000

10,780,000

Amounts owed to parent company

3,643,793

3,529,439

Other creditors

111,143

33,000

14,534,936

14,342,439

The bank loans are secured by way of a fixed and floating charge over all assets and a fixed legal mortgage over the investment properties, with rental income being assigned to the bank.

The director, P D Prestidge has provided security for the bank loans, totalling £3,900,000 by way of a first legal charge over his personal freehold property. As at 31 March 2022 £10,780,000 (2021: £10,780,000) was due to Svenska Handelsbanken AB (publ).

At the balance sheet date bank loans stated above totalling £10,780,000 attracted interest at 3.49% above the Bank of England base rate. Under the terms of the loan, quarterly interest payments are made with the total capital balance being repayable on 12 July 2024.

Amounts owed to the parent company are subject to interest at the average rate charged on the group's secured debt for the accounting period plus a 1% margin. The capital balance plus interest accruing is repayable upon a 12 month notice period and for this reason have been shown as due after more than one year.

14.	LEASING AGREEMENTS

The company has a number of operating leases relating to its investment property.

The minimum rent receivable under non-cancellable operating leases are as follows:

2022

2021

£

£

Within one year

846,335

1,082,083

Between one and five years

1,999,320

2,677,038

In more than five years

14,098,376

14,309,429

16,944,031

18,068,550

The operating leases receivable are after any rent concessions granted as a result of Covid-19 and existing tenants exiting their leases following the year end.

15.	PROVISIONS FOR LIABILITIES

2022

2021

£

£

Deferred tax

321,600

297,000

Deferred

tax

£

Balance at 1 April 2021

297,000

Accelerated capital allowances

24,600

Balance at 31 March 2022

321,600

The deferred tax balance at 31 March 2022 is represented by the following:-

- Liability in respect of accelerated capital allowances of £321,600 (2021: £297,000).

16.

RESERVES

Retained

earnings

£

At 1 April 2021

7,194,126

Profit for the year

457,819

Dividends

(453,600

)

At 31 March 2022

7,198,345

Retained earnings includes all current period and prior period profits and losses which are distributable.

The non-distributable reserves represent net unrealised gains on fair value adjustments arising on investment properties which have previously been taken to the profit and loss account in the period they arose. The carrying value is after a provision has been made for deferred tax where relevant.

17.	CONTINGENT LIABILITIES

The company is a member of a VAT group with County Catering & Leisure Limited.

18.	OTHER FINANCIAL COMMITMENTS

At the year end the company had outstanding repair commitments of up to £25k relating to one of the properties.

19.	DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

At the year end £49,603 was owed to the director (2021: £450,000 owed by) and there were repayments of £499,603 during the year. Interest has been charged on amounts owed by the director at the appropriate HMRC approved interest rate and the balance is repayable on demand.

20.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption conferred by The Financial Reporting Standard 102 Section 33 'Related party disclosures'. This allows for transactions with members of the group headed by County Catering & Leisure Limited not to be disclosed on the grounds that 100% of the voting rights in the company are controlled within the group. The company is included in the consolidated financial statements of County Catering & Leisure Limited.

21.	POST BALANCE SHEET EVENTS

After the year end two of the office spaces in one of the vacant properties were successfully let on five year leases with a total annual rent of £345k. The leases were signed in June 2022.

22.	ULTIMATE PARENT COMPANY

The company's immediate and ultimate parent company is County Catering & Leisure Limited, a company registered in England and Wales. The results of County Catering & Leisure Properties Limited are included in the consolidated accounts drawn up by County Catering & Leisure Limited.

The consolidated financial statements of County Catering & Leisure Limited can be obtained from the parent's registered office: Ashbourne House, The Guildway, Old Portsmouth Road, Guildford, Surrey, GU3 1LR.