London_and_Newcastle_Capi - Accounts


Company Registration No. 05808612 (England and Wales)
London and Newcastle Capital Limited
Unaudited financial statements
For the year ended 31 December 2019
Pages for filing with registrar
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
BALANCE SHEET
AS AT
31 DECEMBER 2019
31 December 2019
- 1 -
2019
2018
Notes
£
£
£
£
Fixed assets
Tangible assets
4
-
0
82,696
Investments
5
205
507
205
83,203
Current assets
Debtors
7
21,112,496
20,836,687
Cash at bank and in hand
-
0
577,745
21,112,496
21,414,432
Creditors: amounts falling due within one year
8
(11,752,232)
(9,655,542)
Net current assets
9,360,264
11,758,890
Total assets less current liabilities
9,360,469
11,842,093
Creditors: amounts falling due after more than one year
9
(4,000,000)
(3,000,000)
Net assets
5,360,469
8,842,093
Capital and reserves
Called up share capital
10
118,753
118,753
Share premium account
12,461,431
12,461,431
Profit and loss reserves
(7,219,715)
(3,738,091)
Total equity
5,360,469
8,842,093

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

For the financial year ended 31 December 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2019
31 December 2019
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 9 September 2021 and are signed on its behalf by:
D M Barnett
Director
Company Registration No. 05808612
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 3 -
1
Accounting policies
Company information

London and Newcastle Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 55 Loudoun Road, St John's Wood, London, NW8 0DL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have and are prepared to continue to support the business financially either directly or via other connected businesses. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

 

The continuous support of the business is evidenced by the financial support provided by directors David Barnett and Robert Soning. At the year end these two directors were owed £107,162.12 and £114,209.66 respectively by the company. They have also provided support to the company through connected businesses as shown below in the amounts due to the following companies (intercompany balances detailed in Note 14):

 

  • •    Redspur (Holdings) Limited - £104,112

  • •    Redspur (UKEI) Limited - £959,054

  • •    KMIT (Abbey Road) LLP - £199,000

 

The directors have also undertaken steps, as detailed in Note 13 to reduce the impact on operations and financial performance.

1.3
Turnover

Turnover represents amounts receivable for services and sales of property net of VAT. Income is recognised at the point at which the company has fulfilled all its contractual obligations.

When the outcome of a transaction involving the rendering of services can be estimated reliably, an entity shall recognise revenue associated with the transaction by reference to the stage of completion of the transaction at the end of the reporting period.

 

When services are performed by an indeterminate number of acts over a specified period of time, an entity recognises revenue on a straight line basis over the specified period unless there is evidence that some other method better represents the stage of completion. When a specified act is much more significant than any other act, the entity postpones recognition of revenue until the significant act is executed.

LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 4 -
1.4
Tangible fixed assets

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

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

Leasehold land and buildings
over the course of the lease
Fixtures, fittings & equipment
20% - 50% straight line

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

1.5
Fixed asset investments

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

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

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.8
Taxation

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

LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 5 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. A deferred tax asset is recognised to the extent that it is more likely than not that it will be recovered against the reversal of deferred tax liabilities or future taxable profits.

1.9
Employee benefits

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

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

1.11
Leases

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

1.12

Group accounts

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 6 -
3
Employees

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

2019
2018
Number
Number
Total
27
28
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2019
71,130
202,290
273,420
Disposals
(71,130)
(202,290)
(273,420)
At 31 December 2019
-
0
-
0
-
0
Depreciation and impairment
At 1 January 2019
41,442
149,283
190,725
Depreciation charged in the year
10,670
21,715
32,385
Eliminated in respect of disposals
(52,112)
(170,998)
(223,110)
At 31 December 2019
-
0
-
0
-
0
Carrying amount
At 31 December 2019
-
0
-
0
-
0
At 31 December 2018
29,688
53,008
82,696
5
Fixed asset investments
2019
2018
£
£
Investments
205
507
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
5
Fixed asset investments
(Continued)
- 7 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2019
507
Disposals
(302)
At 31 December 2019
205
Carrying amount
At 31 December 2019
205
At 31 December 2018
507
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2019 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Londonewcastle (Borrower) Limited
England and Wales
Property development
Ordinary
100.00
0
Londonewcastle (East London) Limited
England and Wales
Property development
Ordinary
100.00
0
Londonewcastle (Interiors) Limited
England and Wales
Property development
Ordinary
100.00
0
Londonewcastle (Issuer) Limited
England and Wales
Property development
Ordinary
100.00
0
Londonewcastle (Kilburn) Limited
England and Wales
Property development
Ordinary
100.00
0
Londonewcastle (Salesl) Limited
England and Wales
Property development
Ordinary
100.00
0
Londonewcastle (Wembley) Limited
England and Wales
Property development
Ordinary
100.00
0
7
Debtors
2019
2018
Amounts falling due within one year:
£
£
Trade debtors
583,760
342,862
Corporation tax recoverable
68,375
33,001
Amounts owed by group undertakings
10,117,974
10,142,467
Amounts owed by related undertakings
8,975,574
9,072,300
Other debtors
1,366,813
1,246,057
21,112,496
20,836,687
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
7
Debtors
(Continued)
- 8 -

Included within debtors is an amount of £10,121,000 due from London & Newcastle 2010 Holdings Limited for which there are no fixed repayment terms. The directors expect full recoverability of this balance on the basis London & Newcastle 2010 Holdings will receive sufficient dividends from its subsidiary undertakings to enable it to repay the debt it owes to London & Newcastle Capital Limited. The debt will not be repaid in cash.

8
Creditors: amounts falling due within one year
2019
2018
£
£
Bank loans and overdrafts
292,292
-
0
Trade creditors
385,222
327,831
Amounts owed to group undertakings
48,681
71,672
Amounts owed to related undertakings
559,628
446,695
Other taxation and social security
126,792
105,963
Other creditors
10,339,617
8,703,381
11,752,232
9,655,542

Included within other creditors are loans including interest of £9,075,355 (2018: £7,175,000) which have been classified as current under FRS102 as they have no fixed repayment terms. However, the repayment of loan and interest amount totalling £8,610,034 is linked and will fall due at the completion of Balfron Towers Development. The Baflron Towers Development is expected to complete in Q2 2022 and sell out by Q2 2023.

9
Creditors: amounts falling due after more than one year
2019
2018
£
£
Amounts owed to group undertakings
4,000,000
3,000,000
Amounts owed to group undertakings totalling £3,000,000 bear interest at 8% per annum. This loan has been raised by the Directors (David Barnett & Robert Soning) on behalf of the company by giving security (2nd charge) over assets they own personally.
Amounts owed to group undertakings totalling £1,000,000 bear interest at 18.75% per annum. This loan has been raised by the Directors (David Barnett & Robert Soning) on behalf of the company by giving security (2nd charge) over assets they own personally.
10
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
118,753 ordinary shares of £1 each
118,753
118,753
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
10
Called up share capital
(Continued)
- 9 -
11
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2019
2018
£
£
1,800,175
447,760
As detailed in Note 13, the directors undertook lease negotiations post year end which has resulted in significant savings.
12
Events after the reporting date

As at the date of signing of these financial statements, the UK Government has enacted emergency measures to reduce transmission of Coronavirus (COVID-19). The director's continue to monitor the developing situation and have undertaken the steps listed below to reduce the impact on operations and financial performance. The director's have confirmed that funds will continue to be made available to enable the company to meet its day to day commitments through this period of restriction and for the foreseeable future:

 

  • The Directors have agreed to a 50% reduction in salaries.

  • The Directors along with the employee’s support agreed to defer 20% of staff salaries for 9 months.

  • The Company also took advantage of the Governments furlough scheme by furloughing 6 staff at one time.

  • The Directors took steps to cut cost via redundancies and lease renegotiations which resulted in a saving of £1m.

  • The Directors have raised funds for the business by providing personal security to lenders.

  • The Directors are engaged in a loans restructuring process which will reduce the short term liabilities significantly.

  • The Directors are anticipating the market to get back to normality, this will improve the business turnover as it receives mandates for new projects, but also and more importantly receives promotes from assets where the disposal/progression was delayed due to COVID.

13
Related party transactions
Amounts owed by related undertakings:
Balance at 01/01/2019
Movement
Provision
Balance at 31/12/2019
£
£
£
£
Redspur DN Limited
3,406
-
3,406
Mileminster Limited
43,105
(29,581)
13,524
78 WG Limited
4,559
(3,967)
592
St Leonards Development LLP
9,021,230
(63,398)
8,957,832
Redspur Barking Limited
(642)
863
221
9,071,658
(96,083)
-
8,975,575
LONDON AND NEWCASTLE CAPITAL LIMITED
London and Newcastle Capital Limited
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
13
Related party transactions
(Continued)
- 10 -
Amounts owed to related undertakings:
Balance at 01/01/2019
Movement
Balance at 31/12/2019
£
£
£
KMIT (Abbey Road) LLP
172,000
27,000
199,000
Redspur Holdings
-
104,112
104,112
Redspur (UKEI) Limited
258,800
(2,500)
256,300
Londonewcastle (QP2) Limited
15,253
(15,037)
216
446,053
113,575
559,628

The above entities are related by virtue of common directors and shareholders.

 

At the year end, balances totalling £nil (2018: £18,249) were owed by directors. During the year, interest of £8,628 (2018: £10,147) was charged on these balances. Also at the year end, an amount of £221,372 (2018: £167,031) was owed to other directors by the company.

 

The company has taken advantage of the exemption available in accordance with FRS 102 Section 33 'Related party disclosures' not to disclose transactions entered into between two or more members of a group, as the company and its subsidiaries are wholly owned subsidiary undertakings of the group to which they are party to the transactions.

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