Ambassador Group Holdings Limited - Limited company accounts 22.3

Ambassador Group Holdings Limited - Limited company accounts 22.3


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REGISTERED NUMBER: SC630720 (Scotland)
















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2021

for

Ambassador Group Holdings Limited

Ambassador Group Holdings Limited (Registered number: SC630720)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2021




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive Income 8

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


Ambassador Group Holdings Limited

Company Information
for the Year Ended 31 December 2021







DIRECTORS: D Gaffney
R Boyd





SECRETARY: Brodies





REGISTERED OFFICE: c/o Brodies LLP
110 Queen Street
Glasgow
G1 3BX





REGISTERED NUMBER: SC630720 (Scotland)





AUDITORS: McLay McAlister & McGibbon LLP
Chartered Accountants and Statutory Auditors
145 St Vincent Street
Glasgow
G2 5JF

Ambassador Group Holdings Limited (Registered number: SC630720)

Group Strategic Report
for the Year Ended 31 December 2021

The directors present their strategic report of the company and the group for the year ended 31 December 2021.

REVIEW OF BUSINESS
The Accounts have been prepared under FRS 102.

The Group's key financial and performance indicators during the year are as follows:

2021 2020
£'000000 £'000000


Turnover 24,780 15,927
Operating Profit / (Loss) 1,653 581
Profit attributable to Group (1,105 ) 1,068
Total Shareholders' Funds 2,539 3,644

The Group continued to conduct the majority of its business through two main divisions - Ambassador Residential Management, which specialises in residential land acquisition and development (through Ambassador Living Brand); and Ambassador Investment Management focusing on real estate assets with significant development or asset management potential. The majority of the Group's earnings are derived from assets acquired through joint venture arrangements and associated structures, put in place with selected and long-standing capital partners. This has, over recent years, been a key feature of the Group's business model, whereby after sourcing the relevant opportunity, the Group then typically co-invests in the acquisition alongside the capital partner, and is then engaged in the ongoing development or management of the acquired asset.

The background of the Global Pandemic has, however, continued to drag on the operational efficiency of our Group, as we recover from its effects. We have however, continued to operate our business in a productive and efficient manner, despite the resultant impact.


Ambassador Investment Management
In prior year one of the two existing commercial units at Finnieston, Glasgow, was refurbished and reconfigured to accommodate LIDL, who commenced trading in June 2020. The other unit remains vacant, but forms part of the wider change-of-use plans for the remainder of the site. Broadway Park in Edinburgh continued to yield solid income for the Group, as we continued the execution of our asset management plan. In addition to these two investment properties, which are carried on the Balance Sheet at a combined £49.1m, Ambassador has invested in and manages a further four investment properties across the Central Belt of Scotland, with a combined carrying value of £72.8m as at 31 December 2021. During the year Ambassador successfully executed the disposal of one further investment property, being the HQ and laboratory facility of Q2 Solutions in Livingston.

Certain underlying asset values have been negatively impacted during the accounting period, which has also affected the consolidated Group results. We anticipate that certain of these factors will unwind as the market stabilises, and we continue with our asset management plans.

We continued our asset management plan to transform Ocean Terminal Shopping Centre in Leith, Edinburgh, commencing a Planning process which will lead to transformational change and longevity for the Centre.

Our Investments team continues to explore new opportunities for investment as we move forward with our capital partner base.


Ambassador Group Holdings Limited (Registered number: SC630720)

Group Strategic Report
for the Year Ended 31 December 2021


Ambassador Residential Management
At year-end, Ambassador was operational on six residential sites, providing excellent geographic coverage across several market sectors. We continued to carry out significant infrastructure and enabling works on Bangour Village Estate, in parallel with planning work as Development Masterplanner to progress the planning permission in principle for the site.

The business continues to improve procedures in relation to estimating, cost reporting and cost control to improve forecasting processes moving forward, as well as reducing the size of building contract phases, thus further mitigating the potential for significant irrecoverable costs as a consequence of industry macro forces, and the continuing impact of the pandemic.

We continue to look to expand and consolidate our Residential footprint, and expand our product offering moving forward.


OUTLOOK
The current economic position with regard to the impact of the war in Ukraine, volatility in the energy market and global supply chains, ongoing consequences of Brexit and the global pandemic, continues to impact on the costs of labour and materials. It is expected that these uncertainties will continue.

Despite these significant challenges, the Ambassador team has shown remarkable agility to cope with the seismic change in market circumstances, and the Board would once again wish to acknowledge the effort and contribution of the whole team.

Our underlying business continues to show its resilience during these challenging times, and we continue to redefine our operating model accordingly. As noted in prior Annual Reports, the Group will benefit from improvements in margin with the completion of older projects and commencement of new projects. The Group continues to manage its resources carefully, with new projects commenced during the year 2021 following the establishment of the 'Aspen' £100m equity joint venture.

The 'Mini-Budget' of September 2022 caused turmoil in the financial markets, and has resulted in additional economic headwinds for the Group to deal with.

Whilst we anticipate the impact of this turmoil will last for the medium term, we are confident about our ability to absorb any remaining impact through ongoing trading.

We remain passionate, prudent, but excited about the future of Ambassador.

PRINCIPAL RISKS AND UNCERTAINTIES
The directors continue to monitor the key risks facing the group and assess controls for managing these risks.

ON BEHALF OF THE BOARD:





R Boyd - Director


28 February 2023

Ambassador Group Holdings Limited (Registered number: SC630720)

Report of the Directors
for the Year Ended 31 December 2021

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2021.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2021.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report.

D Gaffney
R Boyd

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





R Boyd - Director


28 February 2023

Report of the Independent Auditors to the Members of
Ambassador Group Holdings Limited

Opinion
We have audited the financial statements of Ambassador Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2021 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 December 2021 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 directors' 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 group's and the parent 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 directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Ambassador Group Holdings Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and the parent 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 group or the parent 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.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
- the nature of the industry and sector, control environment and business performance;
- results of our enquiries of management about their own identification and assessment of the risks and irregularities;
- any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or
non- compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.

We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate. These included health and safety, GDPR and employment laws. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings.These limited procedures did not identify actual or suspected non-compliance.

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.

Report of the Independent Auditors to the Members of
Ambassador Group Holdings Limited


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.




Paul Martin (Senior Statutory Auditor)
for and on behalf of McLay McAlister & McGibbon LLP
Chartered Accountants and Statutory Auditors
145 St Vincent Street
Glasgow
G2 5JF

28 February 2023

Ambassador Group Holdings Limited (Registered number: SC630720)

Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2021

31.12.21 31.12.20
as restated
Notes £    £   

TURNOVER 24,779,845 15,926,728

Cost of sales (18,305,299 ) (12,158,523 )
GROSS PROFIT 6,474,546 3,768,205

Administrative expenses
including transaction costs (4,865,868 ) (3,357,497 )
1,608,678 410,708

Other operating income 44,652 169,943
OPERATING PROFIT 5 1,653,330 580,651

Profit/loss on sale of invest 6 - (2,555 )
1,653,330 578,096

Interest receivable and similar income 236,248 115,754
1,889,578 693,850
(Loss)/Profit share on investment 7 540,042 (967,615 )
Gain/loss on revaluation of investment
property

(936,237

)

5,080,000
1,493,383 4,806,235

Interest payable and similar expenses 8 (2,411,186 ) (3,611,317 )
(LOSS)/PROFIT BEFORE TAXATION (917,803 ) 1,194,918

Tax on (loss)/profit 9 (354,483 ) (228,874 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(1,272,286

)

966,044

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(1,272,286

)

966,044
Prior year adjustment 11 862,532 362,088
TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(409,754

)

1,328,132

(Loss)/profit attributable to:
Owners of the parent (1,104,924 ) 1,068,434
Non-controlling interests (167,362 ) (102,390 )
(1,272,286 ) 966,044

Ambassador Group Holdings Limited (Registered number: SC630720)

Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2021

31.12.21 31.12.20
as restated
£    £   

Total comprehensive income attributable to:
Owners of the parent (242,392 ) 1,430,522
Non-controlling interests (167,362 ) (102,390 )
(409,754 ) 1,328,132

Ambassador Group Holdings Limited (Registered number: SC630720)

Consolidated Balance Sheet
31 December 2021

31.12.21 31.12.20
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 12 (112,987 ) (127,886 )
Tangible assets 13 25,667 20,314
Investments 14 619,887 972,844
Investment property 15 49,080,000 49,580,000
49,612,567 50,445,272

CURRENT ASSETS
Stocks 16 21,040,720 14,060,849
Debtors 17 6,297,881 6,541,771
Cash at bank and in hand 5,596,790 1,619,693
32,935,391 22,222,313
CREDITORS
Amounts falling due within one year 18 (8,520,268 ) (9,166,984 )
NET CURRENT ASSETS 24,415,123 13,055,329
TOTAL ASSETS LESS CURRENT
LIABILITIES

74,027,690

63,500,601

CREDITORS
Amounts falling due after more than one
year

19

(71,239,182

)

(59,794,290

)

PROVISIONS FOR LIABILITIES 22 (500,000 ) (145,517 )
NET ASSETS 2,288,508 3,560,794

CAPITAL AND RESERVES
Called up share capital 23 100 100
Retained earnings 24 2,538,845 3,643,769
SHAREHOLDERS' FUNDS 2,538,945 3,643,869

NON-CONTROLLING INTERESTS 25 (250,437 ) (83,075 )
TOTAL EQUITY 2,288,508 3,560,794

The financial statements were approved by the Board of Directors and authorised for issue on 28 February 2023 and were signed on its behalf by:





R Boyd - Director


Ambassador Group Holdings Limited (Registered number: SC630720)

Company Balance Sheet
31 December 2021

31.12.21 31.12.20
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 2 2
Investment property 15 - -
2 2

CURRENT ASSETS
Debtors 17 98 98
TOTAL ASSETS LESS CURRENT
LIABILITIES

100

100

CAPITAL AND RESERVES
Called up share capital 23 100 100
SHAREHOLDERS' FUNDS 100 100

Company's profit for the financial year - -

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 28 February 2023 and were signed on its behalf by:





R Boyd - Director


Ambassador Group Holdings Limited (Registered number: SC630720)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2021

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£    £    £    £    £   

Balance at 1 January 2020 100 2,213,247 2,213,347 19,315 2,232,662
Prior year adjustment - 362,088 362,088 - 362,088
As restated 100 2,575,335 2,575,435 19,315 2,594,750

Changes in equity
Total comprehensive income - 205,902 205,902 (102,390 ) 103,512
Balance at 31 December 2020 100 2,781,237 2,781,337 (83,075 ) 2,698,262
Prior year adjustment - 862,532 862,532 - 862,532
As restated 100 3,643,769 3,643,869 (83,075 ) 3,560,794

Changes in equity
Total comprehensive income - (1,104,924 ) (1,104,924 ) (167,362 ) (1,272,286 )
Balance at 31 December 2021 100 2,538,845 2,538,945 (250,437 ) 2,288,508

Ambassador Group Holdings Limited (Registered number: SC630720)

Company Statement of Changes in Equity
for the Year Ended 31 December 2021

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 1 January 2020 100 - 100

Changes in equity
Balance at 31 December 2020 100 - 100

Changes in equity
Balance at 31 December 2021 100 - 100

Ambassador Group Holdings Limited (Registered number: SC630720)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2021

31.12.21 31.12.20
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (5,243,935 ) (14,891,315 )
Interest paid (2,411,186 ) (3,611,317 )
Tax paid - (90,135 )
Net cash from operating activities (7,655,121 ) (18,592,767 )

Cash flows from investing activities
Purchase of tangible fixed assets (17,989 ) (8,124 )
Purchase of fixed asset investments (12,060 ) (64,587 )
Purchase of investment property (436,237 ) -
Sale of fixed asset investments 707,692 -
Interest received 236,248 115,754
Net cash from investing activities 477,654 43,043

Cash flows from financing activities
New loans in year 11,560,795 17,454,232
Loan repayments in year (406,231 ) -
Net cash from financing activities 11,154,564 17,454,232

Increase/(decrease) in cash and cash equivalents 3,977,097 (1,095,492 )
Cash and cash equivalents at beginning of
year

2

1,619,693

2,715,185

Cash and cash equivalents at end of year 2 5,596,790 1,619,693

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2021

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
31.12.21 31.12.20
as restated
£    £   
(Loss)/profit before taxation (917,803 ) 1,194,918
Depreciation charges (2,263 ) (6,007 )
Loss/(gain) on revaluation of fixed assets 936,237 (5,080,000 )
Share of (profit)/loss on investment (342,675 ) 164,838
Impairment of investment - 350,000
Prior year adjustment - (776,604 )
Finance costs 2,411,186 3,611,317
Finance income (236,248 ) (115,754 )
1,848,434 (657,292 )
Increase in stocks (6,979,871 ) (5,306,566 )
Decrease/(increase) in trade and other debtors 243,890 (3,097,445 )
Decrease in trade and other creditors (356,388 ) (5,830,012 )
Cash generated from operations (5,243,935 ) (14,891,315 )

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 December 2021
31.12.21 1.1.21
£    £   
Cash and cash equivalents 5,596,790 1,619,693
Year ended 31 December 2020
31.12.20 1.1.20
as restated
£    £   
Cash and cash equivalents 1,619,693 2,715,185


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.21 Cash flow At 31.12.21
£    £    £   
Net cash
Cash at bank and in hand 1,619,693 3,977,097 5,596,790
1,619,693 3,977,097 5,596,790
Debt
Debts falling due within 1 year (406,944 ) 330,328 (76,616 )
Debts falling due after 1 year (59,674,290 ) (11,484,892 ) (71,159,182 )
(60,081,234 ) (11,154,564 ) (71,235,798 )
Total (58,461,541 ) (7,177,467 ) (65,639,008 )

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2021

1. STATUTORY INFORMATION

Ambassador Group Holdings Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

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

Basis of consolidation
The group financial statements incorporate Ambassador Group Holdings Limited and its subsidiaries made up to 31 December 2021.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

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

Turnover in respect of long term contracts is assessed on a contract by contract basis, whereby turnover and related costs are reflected in the profit and loss account in accordance with the stage of completion of the contract. Where the outcome of each long term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the profit and loss account as the difference between the reported turnover and related costs for that contract.

Goodwill
Where the fair value of net assets acquired exceed the fair value of consideration given, the difference is treated as negative goodwill. This is amortised over ten years from the date of acquisition.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 25% on cost
Computer equipment - 25% on cost

The group's policy is to review the remaining useful lives and residual value of all tangible fixed assets on an on-going basis and to adjust the depreciation charge to reflect the remaining useful economic life and residual value.

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.

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

2. ACCOUNTING POLICIES - continued

Stocks
Work in progress is valued at the lower of cost and net realisable value.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Financial instruments
Trade debtors
Trade debtors and other debtors are recognised at the settlement amount due with appropriate allowances for any irrecoverable amounts when there is objective evidence the asset is impaired.

Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash in hand and bank overdrafts.

Creditors
Trade creditors and other creditors are recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Fixed asset investments
Fixed asset investments are stated at cost less provision for diminution in value.

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

3. EMPLOYEES AND DIRECTORS
31.12.21 31.12.20
as restated
£    £   
Wages and salaries 2,937,678 1,965,919
Other pension costs 53,815 49,993
2,991,493 2,015,912

The average number of employees during the year was as follows:
31.12.21 31.12.20
as restated

Management 4 4
Other administrative personnel 27 29
31 33

The average number of employees by undertakings that were proportionately consolidated during the year was 31 (2020 - 33 ) .

4. DIRECTORS' EMOLUMENTS

31.12.21 31.12.20

£ £
Directors' remuneration 462,500 525,536

Information regarding the highest paid director is as follows:

31.12.21 31.12.20

£ £
Emoluments etc 150,000 239,410

5. OPERATING PROFIT

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

31.12.21 31.12.20
as restated
£    £   
Other operating leases 66,665 73,990
Depreciation - owned assets 12,636 8,891
Goodwill amortisation (14,899 ) (14,899 )
Auditors' remuneration 77,715 69,948
Auditors' remuneration for non audit work 3,900 2,560

6. EXCEPTIONAL ITEMS
31.12.21 31.12.20
as restated
£    £   
Profit/loss on sale of invest - (2,555 )

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

7. (LOSS)/PROFIT SHARE ON INVESTMENT
31.12.21 31.12.20
as restated
£    £   
Loss/(Profit) share on investments (540,042 ) 617,615
Amounts written off on investment - 350,000
(540,042 ) 967,615

8. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.21 31.12.20
as restated
£    £   
Loan interest 2,411,186 3,611,317

9. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31.12.21 31.12.20
as restated
£    £   
Current tax:
Tax under/over provision - (6,778 )
Income tax - 90,135
Total current tax - 83,357

Deferred tax 354,483 145,517
Tax on (loss)/profit 354,483 228,874

UK corporation tax has been charged at 19 % (2020 - 19 %).

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

9. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.21 31.12.20
as restated
£    £   
(Loss)/profit before tax (917,803 ) 1,194,918
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
19 % (2020 - 19 %)

(174,383

)

227,034

Effects of:
Expenses not deductible for tax purposes 692,978 401,245
Income not taxable for tax purposes (7,678 ) (959,409 )
Capital allowances in excess of depreciation (13,490 ) (28,142 )
Utilisation of tax losses (497,427 ) (66,946 )
Adjustments to tax charge in respect of previous periods - 83,357
Losses carried forward - 426,218
Deferred tax 354,483 145,517
Total tax charge 354,483 228,874

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

11. PRIOR YEAR ADJUSTMENT

The accounts have been restated as a result of the group's 7% profit share in Ambassador LB Holdings LLP.

Within Ambassador LB Holdings LLP's Facility Agreement with ICG Longbow Debt Investments No. 4 S.A.R.L, a related party, there is an exit fee payment due on the earlier of the repayment of the Loans or the Repayment Date of the Facility, being January 2023. This has never been recognised in the LLP's Financial Statements, which the members have determined was an error as it is a liability of the LLP.

A prior year adjustment has been incorporated into Ambassador LB Holdings LLP's financial statements to correct this position and, as such, a corresponding adjustment has been reflected in the Ambassador Ltd Group Holdings Limited accounts.

Furthermore, in respect of the group's holding in the AR Development Investment Limited (ARDIL) group, the loan funding partner has confirmed that they will not seek payment of interest charged beyond a breakeven position for the ARDIL Group. Loan interest charged in the prior year was therefore overstated in AR Finnieston Limited which has resulted in a reduction in the interest charged of £1,229,281.

Summary of the prior year accounting impact:

£


Decrease in value of investments (452,777 )
Decrease to deferred tax provision 86,028
Reversal of overstated interest charged 1,229,281
862,532

12. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2021
and 31 December 2021 (148,993 )
AMORTISATION
At 1 January 2021 (21,107 )
Amortisation for year (14,899 )
At 31 December 2021 (36,006 )
NET BOOK VALUE
At 31 December 2021 (112,987 )
At 31 December 2020 (127,886 )

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

13. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2021 9,294 145,049 154,343
Additions 10,562 7,427 17,989
At 31 December 2021 19,856 152,476 172,332
DEPRECIATION
At 1 January 2021 4,577 129,452 134,029
Charge for year 3,965 8,671 12,636
At 31 December 2021 8,542 138,123 146,665
NET BOOK VALUE
At 31 December 2021 11,314 14,353 25,667
At 31 December 2020 4,717 15,597 20,314

14. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£   
COST
At 1 January 2021 972,844
Additions 12,060
Disposals (707,692 )
Revaluation 342,675
At 31 December 2021 619,887
NET BOOK VALUE
At 31 December 2021 619,887
At 31 December 2020 972,844
Company
Shares in
group
undertakings
£   
COST
At 1 January 2021
and 31 December 2021 2
NET BOOK VALUE
At 31 December 2021 2
At 31 December 2020 2

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

14. FIXED ASSET INVESTMENTS - continued

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

Subsidiaries

Ambassador Viscounte Limited
Registered office: 231 St Vincent Street, Glasgow, G2 5QY
Nature of business: Real Estate investment and asset management
%
Class of shares: holding
Ordinary 100.00

AG (Management Services) Limited
Registered office: 231 St Vincent Street, Glasgow, G2 5QY
Nature of business: Real estate management services
%
Class of shares: holding
Ordinary 100.00


15. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2021 49,580,000
Additions 436,237
Revaluations (936,237 )
At 31 December 2021 49,080,000
NET BOOK VALUE
At 31 December 2021 49,080,000
At 31 December 2020 49,580,000

Fair value at 31 December 2021 is represented by:
£   
Valuation in 2019 4,830,091
Valuation in 2020 5,080,000
Valuation in 2021 (936,237 )
Cost 40,106,146
49,080,000

The investment properties are stated at fair value, which had been determined by the directors based on a valuation performed by Lambert Smith Hampton in 2022.

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

16. STOCKS

Group
31.12.21 31.12.20
as restated
£    £   
Work-in-progress 21,040,720 14,060,849

17. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.21 31.12.20 31.12.21 31.12.20
as restated as restated
£    £    £    £   
Trade debtors 553,120 110,488 - -
Amounts owed by group undertakings 100 100 - -
Other debtors 2,243,578 2,405,475 98 98
Tax 9,495 9,495 - -
Prepayments and accrued income 3,491,588 4,016,213 - -
6,297,881 6,541,771 98 98

18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31.12.21 31.12.20
as restated
£    £   
Other loans (see note 20) 76,616 406,944
Trade creditors 3,203,397 1,234,754
Social security and other taxes 164,801 149,124
VAT 43,845 272,682
Other creditors 1,112,597 291,261
Accruals and deferred income 3,919,012 6,812,219
8,520,268 9,166,984

19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.12.21 31.12.20
as restated
£    £   
Other loans (see note 20) 71,159,182 59,674,290
Other creditors 80,000 120,000
71,239,182 59,794,290

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

20. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.21 31.12.20
as restated
£    £   
Amounts falling due within one year or on demand:
Other loans 76,616 406,944
Amounts falling due between one and two years:
Other loans - 1-2 years 167,153 243,056
Amounts falling due between two and five years:
Other loans - 2-5 years 70,992,029 59,431,234

21. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.12.21 31.12.20
as restated
£    £   
Other loans 71,235,798 60,081,234

The above loans are secured with fixed and floating charges over the company assets, and a standard security over the property to which they relate.

22. PROVISIONS FOR LIABILITIES

Group
31.12.21 31.12.20
as restated
£    £   
Deferred tax 500,000 145,517

Group
Deferred
tax
£   
Balance at 1 January 2021 145,517
Charge to Statement of Comprehensive Income during year 354,483
Balance at 31 December 2021 500,000

Ambassador Group Holdings Limited (Registered number: SC630720)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2021

23. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal 31.12.21 31.12.20
value: as restated
£    £   
100 Ordinary £1 100 100

24. RESERVES

Group
Retained
earnings
£   

At 1 January 2021 2,781,237
Prior year adjustment 862,532
3,643,769
Deficit for the year (1,104,924 )
At 31 December 2021 2,538,845


25. NON-CONTROLLING INTERESTS

R S Investor II SARL owns 25% of the issued share capital of AR Development Investments Limited.