Findlater House Limited - Limited company accounts 20.1

REGISTERED NUMBER: 08508259 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2020

FOR

FINDLATER HOUSE LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

15

DIRECTORS:

Z Kajani

Miss S Kajani

Mrs M Kajani

SECRETARY:

Mrs M Kajani

REGISTERED OFFICE:

29 Welbeck Street

London

W1G 8DA

REGISTERED NUMBER:

08508259 (England and Wales)

AUDITORS:

Ward Divecha Limited

Chartered Accountants &

Statutory Auditors

29 Welbeck Street

London

W1G 8DA

The directors present their report with the financial statements of the company for the year ended 31 October 2020.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of development and running operation of hotel and coffee house.

REVIEW OF BUSINESS

During the year, the Company had continued to operate profitable in line with its strategy.

On 11 March 2020, the World Health Organization declared Covid-19 a Pandemic, which resulted in many governments taking stringent steps to contain and / or delay the spread of the virus and the directors are paying close attention to the continuing developments relating to the pandemic to mitigate the impact on the company and the group.

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 November 2019 to the date of this report.

Z Kajani

Miss S Kajani

Mrs M Kajani

GOING CONCERN

The Group has sufficient cash reserves and has also managed to secure further bank facilities. Consequently, the Board considers it to be appropriate to adopt the going concern basis of in preparing these financial statements. It should nonetheless be stated that the future remains unpredictable in the light of COVID19 and Brexit.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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;

-	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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Ward Divecha Limited, 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:

Mrs M Kajani - Director

29 October 2021

Opinion

We have audited the financial statements of Findlater House Limited (the 'company') for the year ended 31 October 2020 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 31 October 2020 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

The impact of macro-economic uncertainties on our audit

Our audit of the financial statement requires us to obtain an understanding of all relevant uncertainties, including those arising as a consequence of the effects of macro-economic uncertainties such as Covid 19 and Brexit. All audits assess and challenge the reasonableness of estimates made by the Company and the related disclosures and the appropriateness of the going concern basis of preparation of the financial statements. All of these depend on assessments of the future economic environment and the Company's future prospects and performance.

Covid 19 and Brexit are amongst the most significant economic events currently faced by the UK, and at the date of this report their effects are subject to unprecedented levels of uncertainty, with the full range of possible outcomes. Consequently, their impacts are unknown. We applied a standardised firm-wide approach in response of these uncertainties when assessing the Company's future prospects and performance. However, no audit should be expected to predict the unknown factors or all possible future implications associated with these particular events.

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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages two and three, the directors are 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 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.

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.

A Divecha (Senior Statutory Auditor)

for and on behalf of Ward Divecha Limited

Chartered Accountants &

Statutory Auditors

29 Welbeck Street

London

W1G 8DA

29 October 2021

TURNOVER

1,774,250

1,775,271

Administrative expenses

457,491

298,224

OPERATING PROFIT

4

1,316,759

1,477,047

Income from shares in group undertakings

3,000,000

6,000,000

4,316,759

7,477,047

Gain/loss on revaluation of investment property

-

(143,726

)

4,316,759

7,333,321

Interest payable and similar expenses

447,524

420,525

PROFIT BEFORE TAXATION

3,869,235

6,912,796

Tax on profit

21,459

-

PROFIT FOR THE FINANCIAL YEAR

3,847,776

6,912,796

PROFIT FOR THE YEAR

3,847,776

6,912,796

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,847,776

6,912,796

FIXED ASSETS

Tangible assets

5

148,698

165,222

Investments

6

100

100

Investment property

7

68,150,000

68,150,000

68,298,798

68,315,322

CURRENT ASSETS

Debtors

8

33,611,002

28,378,277

Cash at bank

50,770

4,124,007

33,661,772

32,502,284

CREDITORS

Amounts falling due within one year

9

7,641,406

10,346,218

NET CURRENT ASSETS

26,020,366

22,156,066

TOTAL ASSETS LESS CURRENT LIABILITIES

94,319,164

90,471,388

CREDITORS

Amounts falling due after more than one year

10

(34,737,500

)

(34,737,500

)

PROVISIONS FOR LIABILITIES

(9,190,477

)

(9,190,477

)

NET ASSETS

50,391,187

46,543,411

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

50,391,087

46,543,311

50,391,187

46,543,411

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 Board of Directors and authorised for issue on 29 October 2021 and were signed on its behalf by:

Mrs M Kajani - Director

Miss S Kajani - Director

Called up

share

Retained

Total

capital

earnings

equity

€

€

€

Balance at 1 November 2018

100

39,630,515

39,630,615

Changes in equity

Total comprehensive income

-

6,912,796

6,912,796

Balance at 31 October 2019

100

46,543,311

46,543,411

Changes in equity

Total comprehensive income

-

3,847,776

3,847,776

Balance at 31 October 2020

100

50,391,087

50,391,187

Cash flows from operating activities

Cash generated from operations

1

1,612,576

416,610

Interest paid

(437,118

)

(418,834

)

Finance costs paid

(10,406

)

(1,691

)

Net cash from operating activities

1,165,052

(3,915

)

Cash flows from investing activities

Purchase of investment property

-

(143,726

)

Dividends received

3,000,000

6,000,000

Net cash from investing activities

3,000,000

5,856,274

Cash flows from financing activities

New loans in year

-

35,000,000

Loan repayments in year

(262,500

)

(24,062,500

)

Loan to/by group companies

(7,975,789

)

(13,184,205

)

Amount owed to/by associate companies

-

(101,662

)

Net cash from financing activities

(8,238,289

)

(2,348,367

)

(Decrease)/increase in cash and cash equivalents

(4,073,237

)

3,503,992

Cash and cash equivalents at beginning of year

2

4,124,007

620,015

Cash and cash equivalents at end of year

2

50,770

4,124,007

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

2020

2019

€

€

Profit before taxation

3,869,235

6,912,796

Depreciation charges

16,522

18,358

Loss on revaluation of fixed assets

-

143,726

Finance costs

447,524

420,525

Finance income

(3,000,000

)

(6,000,000

)

1,333,281

1,495,405

Decrease/(increase) in trade and other debtors

230,155

(558,955

)

Increase/(decrease) in trade and other creditors

49,140

(519,840

)

Cash generated from operations

1,612,576

416,610

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 31 October 2020

31.10.20

1.11.19

€

€

Cash and cash equivalents

50,770

4,124,007

Year ended 31 October 2019

31.10.19

1.11.18

€

€

Cash and cash equivalents

4,124,007

620,015

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.11.19

Cash flow

At 31.10.20

€

€

€

Net cash

Cash at bank

4,124,007

(4,073,237

)

50,770

4,124,007

(4,073,237

)

50,770

Debt

Debts falling due within 1 year

(262,500

)

262,500

-

Debts falling due after 1 year

(34,737,500

)

-

(34,737,500

)

(35,000,000

)

262,500

(34,737,500

)

Total

(30,875,993

)

(3,810,737

)

(34,686,730

)

1.	STATUTORY INFORMATION

Findlater House 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.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The functional currency of the company is Euros.

Related party exemption

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.

Turnover

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

Tangible fixed assets

Tangible fixed assets are stated at historical cost or market value 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.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is de-recognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the written down value method. Depreciation is charged once the asset is brought into use:

Freehold land

No depreciation provided

Freehold building

2% Straight line basis

Plant and machinery

10% written down value

Fixture and fittings

10% written down value

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss account.

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.

Taxation

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.

Financial instruments

The Company only enters into basic financial instruments 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.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Foreign currencies

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

Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term 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.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, 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 value rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Going concern

After making enquiries, the directors have a reasonable expectation that the Group has sufficient cash reserves and has managed to secure further bank facilities; the Board considers it to be appropriate to adopt the going concern basis of accounting in preparing these financial statements. It should nonetheless be stated that the future remains unpredictable in the light of COVID 19 and Brexit.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2019 - NIL).

4.	OPERATING PROFIT

The operating profit is stated after charging:

2020

2019

€

€

Depreciation - owned assets

16,524

18,357

Audit work

10,500

8,000

Other non- audit services

3,000

2,500

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

€

COST

At 1 November 2019

and 31 October 2020

226,487

DEPRECIATION

At 1 November 2019

61,265

Charge for year

16,524

At 31 October 2020

77,789

NET BOOK VALUE

At 31 October 2020

148,698

At 31 October 2019

165,222

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakin

€

COST

At 1 November 2019

and 31 October 2020

100

NET BOOK VALUE

At 31 October 2020

100

At 31 October 2019

100

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

Austinbrook Limited

Registered office: Republic of Ireland

Nature of business: Hotel operator

%

Class of shares:

holding

Ordinary

100.00

2020

2019

€

€

Aggregate capital and reserves

354,011

4,253,237

(Loss)/profit for the year

(899,226

)

3,670,522

7.	INVESTMENT PROPERTY

Total

€

FAIR VALUE

At 1 November 2019

and 31 October 2020

68,150,000

NET BOOK VALUE

At 31 October 2020

68,150,000

At 31 October 2019

68,150,000

Fair value at 31 October 2020 is represented by:

€

Valuation in 2017

25,923,241

Valuation in 2018

22,447,689

Valuation in 2019

(143,726

)

Cost

19,922,796

68,150,000

There is no significant change in the value of the property.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

€

€

Trade debtors

22,274

-

Amounts owed by group undertakings

32,344,939

26,882,059

Amounts owed by associates

700,803

700,803

Other debtors

542,986

795,415

33,611,002

28,378,277

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

€

€

Bank loans and overdrafts

-

262,500

Trade creditors

109,469

55,372

Amounts owed to group undertakings

7,334,335

9,847,246

Taxation and social security

96,314

81,189

Other creditors

101,288

99,911

7,641,406

10,346,218

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2020

2019

€

€

Bank loans

34,737,500

34,737,500

11.	SECURED DEBTS

The following secured debts are included within creditors:

2020

2019

€

€

Bank loans

34,737,500

35,000,000

Bank loans are secured against the property held by the company.

12.	RELATED PARTY DISCLOSURES

As at 31st October 2020 the company had advanced €700,803 (2020: €700,803) to other related party.

13.	POST BALANCE SHEET EVENTS

The directors have been in discussions with group's bankers, and have negotiated with Deutsche Hypothekenbank a capital moratorium on the group's overall borrowings of Euro 35million until April 2022. This, along with the group's availing of government assistance, and the recommencement of operations of its subsidiary has positively contributed toward the ability of the company to continue as a going concern.

14.	ULTIMATE CONTROLLING PARTY

The overall control of the company rests with Chart Forte Holdings Limited and its shareholders.