ACCOUNTS - Final Accounts

OPERATING PROFIT

The operating profit is stated after charging:

ORBIT ESTATES LIMITED - Company Information

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Registered number: 04591882

ORBIT ESTATES LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022


ORBIT ESTATES LIMITED

COMPANY INFORMATION

DIRECTORS	Mark Pears CBE
	Sir Trevor Pears CMG
	David Pears


COMPANY SECRETARY	William Bennett


REGISTERED NUMBER	04591882


REGISTERED OFFICE	Ground Floor
	30 City Road
	London
	EC1Y 2AB


INDEPENDENT AUDITORS	Gravita ABG LLP
	Chartered Accountants & Statutory Auditor
	Ground Floor
	30 City Road
	London EC1Y 2AB


ORBIT ESTATES LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Consolidated Statement of Comprehensive Income	7
Consolidated Statement of Financial Position	8
Company Statement of Financial Position	9
Consolidated Statement of Changes in Equity	10 - 11
Company Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 26


ORBIT ESTATES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 APRIL 2022

The directors present their report and the financial statements for the year ended 30 April 2022.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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.

PRINCIPAL ACTIVITIES

The principal activities of the Group are property investment and to provide loans.

DIRECTORS

The directors who served during the year were:

Mark Pears CBE

Sir Trevor Pears CMG

David Pears

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 1


ORBIT ESTATES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 APRIL 2022

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 27 April 2023 and signed on its behalf.

William Bennett

Secretary

Page 2


ORBIT ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT ESTATES LIMITED

OPINION

We have audited the financial statements of Orbit Estates Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2022, which comprise the Consolidated Statement of comprehensive
income, the Consolidated and the parent Company Statements of financial position, the Consolidated
and the parent Company Statements of changes in equity, and the related notes, 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's affairs as at 30 April 2022 and of the Group's 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 Group and the parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the group's or the parent company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 3


ORBIT ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT ESTATES LIMITED (CONTINUED)

OTHER INFORMATION

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

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

∙the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the Group and the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Group and 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; 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 is 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.

Page 4


ORBIT ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT ESTATES LIMITED (CONTINUED)

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 an Auditors' Report 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 Group financial statements.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the entity and management.

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the property sector;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group including, but not limited to, the Companies Act 2006, and taxation legislation;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the parent company and group financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙understanding the business model as part of the control and business environment;

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations and;

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙enquiring of management as to actual and potential litigation and claims;

∙reviewing correspondence and enquiring with the company of actual and potential non-compliance with laws and regulations; and

Page 5


ORBIT ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBIT ESTATES LIMITED (CONTINUED)

∙reading the minutes of meetings of those charged with governance.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentations or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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 Auditors' Report.

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 an Auditors' report 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.

Ian Hughes ACA (Senior Statutory Auditor)

for and on behalf of

Gravita ABG LLP

Chartered Accountants

Statutory Auditor

Ground Floor

30 City Road

London EC1Y 2AB

27 April 2023

Page 6


ORBIT ESTATES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2022

	2022	2021
Note	£	£


Turnover		5,382,288	5,052,598
Cost of sales		(2,401,287)	(2,120,620)
GROSS PROFIT		2,981,001	2,931,978
Administrative expenses		2,812,910	2,404,909
Other operating income	4	937,185	360,737
Profit on sale of investment properties	5	284,109	1,071,781
Fair value movements	10	6,882,459	4,139,145
OPERATING PROFIT	3	13,897,664	10,908,550
Interest receivable and similar income		962,761	279,334
Interest payable and similar expenses		(1,305,746)	(904,269)
PROFIT BEFORE TAXATION		13,554,679	10,283,615
Tax on profit	7	(2,232,360)	(1,242,751)
PROFIT FOR THE FINANCIAL YEAR		11,322,319	9,040,864


Currency translation differences	(3,817,443)	(3,898,399)
OTHER COMPREHENSIVE INCOME FOR THE YEAR	(3,817,443)	(3,898,399)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	7,504,876	5,142,465

PROFIT FOR THE YEAR ATTRIBUTABLE TO:
Owners of the parent Company	11,322,319	9,040,864
	11,322,319	9,040,864

The notes on pages 13 to 26 form part of these financial statements.

Page 7


ORBIT ESTATES LIMITED REGISTERED NUMBER:04591882

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2022

		2022		2021
Note		£		£

FIXED ASSETS
Investment property	9		115,196,256		108,011,042
			115,196,256		108,011,042
CURRENT ASSETS
Debtors: amounts falling due after more than one year	11	4,854,244		-
Debtors: amounts falling due within one year	11	14,588,964		10,035,599
Cash at bank and in hand		2,989,599		2,241,631
		22,432,807		12,277,230
Creditors: amounts falling due within one year	12	(26,087,994)		(28,633,295)
NET CURRENT LIABILITIES			(3,655,187)		(16,356,065)
TOTAL ASSETS LESS CURRENT LIABILITIES			111,541,069		91,654,977
Creditors: amounts falling due after more than one year	13		(10,549,237)		-
Deferred taxation	14		(1,809,266)		-
NET ASSETS			99,182,566		91,654,977

CAPITAL AND RESERVES
Called up share capital		1,000	1,000
Investment property revaluation reserve	15	15,779,577	11,296,933
Profit and loss account	15	83,401,989	80,357,044
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY		99,182,566	91,654,977
TOAL EQUITY		99,182,566	91,654,977

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 April 2023.

Mark Pears CBE

Director

The notes on pages 13 to 26 form part of these financial statements.

Page 8


ORBIT ESTATES LIMITED REGISTERED NUMBER:04591882

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2022

		2022		2021
Note		£		£

FIXED ASSETS
Investments	8		1		1
			1		1
CURRENT ASSETS
Debtors: amounts falling due after more than one year	11	4,854,244		-
Debtors: amounts falling due within one year	11	14,233,051		9,471,521
Cash at bank and in hand		5,275		-
		19,092,570		9,471,521
Creditors: amounts falling due within one year	12	(21,688,247)		(12,855,785)
NET CURRENT LIABILITIES			(2,595,677)		(3,384,264)
TOTAL ASSETS LESS CURRENT LIABILITIES			(2,595,676)		(3,384,263)


NET LIABILITIES			(2,595,676)		(3,384,263)

CAPITAL AND RESERVES
Called up share capital		1,000	1,000
Profit and loss account	15	(2,596,676)	(3,385,263)
TOTAL EQUITY		(2,595,676)	(3,384,263)

In accordance with S408 Companies Act 2006, the company has not presented its own statement of comprehensive income and related notes. The company’s profit for the year was £788,587 (2021 - loss £19,566).
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 April 2023.

Mark Pears CBE

Director

The notes on pages 13 to 26 form part of these financial statements.

Page 9


ORBIT ESTATES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2022

	Share capital	Investment property revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 May 2021	1,000	11,296,933	80,357,044	91,654,977
COMPREHENSIVE INCOME FOR THE YEAR
Profit for the year	-	-	11,322,319	11,322,319
Other comprehensive income for the year	-	-	(3,817,443)	(3,817,443)
OTHER RESERVE MOVEMENTS FOR THE YEAR
Deferred tax movements	-	(2,082,557)	2,082,557	-
Transfer revaluation during the year	-	6,542,488	(6,542,488)	-
	-	4,459,931	(8,277,374)	(3,817,443)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-	4,459,931	3,044,945	7,504,876
Foreign exchange difference	-	22,713	-	22,713
AT 30 APRIL 2022	1,000	15,779,577	83,401,989	99,182,566

The notes on pages 13 to 26 form part of these financial statements.

Page 10


ORBIT ESTATES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2021

	Share capital	Investment property revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 May 2020	1,000	7,141,237	78,854,154	85,996,391
COMPREHENSIVE INCOME FOR THE YEAR
Profit for the year	-	-	9,040,864	9,040,864
Other comprehensive income for the year	-	-	(3,898,399)	(3,898,399)
OTHER RESERVE MOVEMENTS FOR THE YEAR
Transfer of realised gains to retained earnings	-	(70,976)	70,976	-
Deferred tax movements	-	(498,000)	498,000	-
Transfer revaluation during the year	-	4,208,551	(4,208,551)	-
	-	3,639,575	(7,537,974)	(3,898,399)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-	3,639,575	1,502,890	5,142,465
Foreign exchange difference	-	516,121	-	516,121
AT 30 APRIL 2021	1,000	11,296,933	80,357,044	91,654,977

The notes on pages 13 to 26 form part of these financial statements.

Page 11


ORBIT ESTATES LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2022

	Share capital	Profit and loss account	Total equity
	£	£	£
At 1 May 2021	1,000	(3,385,263)	(3,384,263)
COMPREHENSIVE INCOME FOR THE YEAR
Profit for the year	-	788,587	788,587
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-	788,587	788,587
AT 30 APRIL 2022	1,000	(2,596,676)	(2,595,676)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2021

	Share capital	Profit and loss account	Total equity
	£	£	£
At 1 May 2020	1,000	(3,365,697)	(3,364,697)
COMPREHENSIVE INCOME FOR THE YEAR
Loss for the year	-	(19,566)	(19,566)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-	(19,566)	(19,566)
AT 30 APRIL 2021	1,000	(3,385,263)	(3,384,263)

The notes on pages 13 to 26 form part of these financial statements.

Page 12


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

1.	GENERAL INFORMATION

Orbit Estates Limited is a private company limited by shares incorporated in England and Wales.The registered office is Ground floor, 30 City Road, London, EC1Y 2AB. The principal place of business is Haskell House,152 West End Lane,London NW6 1SD.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 other than where additional disclosure is required to show a true and fair view.

2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

GOING CONCERN

The financial statements have been prepared on a going concern basis even though the Group has net current liabilities of £3,655,187 (2021 - £16,356,065). The validity of the going concern concept is dependent on the continuing support from creditors. The directors believe that the going concern concept is applicable as the Group will be able to meet its debts as and when they fall due, as they are confident that the principal creditors will continue to provide support as required for a period of at least 12 months from the date of approval of the financial statements.

2.4

TURNOVER

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Turnover is measured as the fair value of the rents received.

2.5

PROPERTY TRANSACTIONS

Purchases and sales of properties are included on the basis of completions occurring during the year.

Page 13


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

2.ACCOUNTING POLICIES (CONTINUED)

2.6

INVESTMENT PROPERTY

Investment property is carried at fair value, which is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by either the directors (for UK properties) or by professional valuers (for properties in New Zealand) who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the consolidated financial statements. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value.

The fair value of investment property reflects, among other things, rental income from current leases and other assumptions market participants would make when pricing the property under current market conditions.
Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
Changes in fair values are recorded in the statement of comprehensive income as fair value change to investment properties.

2.7

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

FINANCIAL INSTRUMENTS

The Group 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 and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

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 the Consolidated Statement of Comprehensive Income.

Page 14


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

2.ACCOUNTING POLICIES (CONTINUED)

2.9

FINANCIAL INSTRUMENTS (CONTINUED)

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.

2.10

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.11

REPAIRS AND MAINTENANCE

All repairs, maintenance costs and renewals are written off as incurred.
Certain refurbishment costs which are part of major property refurbishment programmes may, depending on the nature of the works being undertaken, be capitalised in the statement of financial position as part of investment properties.

2.12

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

2.ACCOUNTING POLICIES (CONTINUED)

2.13

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Group's functional and presentational currency is GBP and rounded to the nearest £1. The functional currency of the New Zealand subsidiaries is NZD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within administrative expenses. All other foreign exchange gains and losses are presented in profit or loss within administrative expenses.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.14

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

2.15

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.16

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 16


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

2.ACCOUNTING POLICIES (CONTINUED)

2.17

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Fees payable to the Group auditor and its associates for the audit of the
Group's annual financial statements

25,140

37,430

Auditors' fees for the parent company were £11,880 (2021 -£10,799).

4.	OTHER OPERATING INCOME
		2022	2021
		£	£


Establishment fees receivable	761,626	137,370
Recoverable operating expenses	175,559	173,367
Premium received on lease surrender	-	50,000
	937,185	360,737

Page 17


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

5.	PROFIT ON SALE OF INVESTMENT PROPERTIES
		2022	2021
		£	£


Sale of investment properties	965,536	2,798,475
Historical cost	(681,427)	(1,655,718)
	284,109	1,142,757
Prior years fair value surplus realised	-	(70,976)
	284,109	1,071,781

EMPLOYEES

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2022	2021	2022	2021
	No.	No.	No.	No.

Management	4	4	3	3

CORPORATION TAX
Current tax on profits for the year	268,970	309,568
Adjustments in respect of previous periods	(23,480)	-
	245,490	309,568

TOTAL CURRENT TAX	245,490	309,568

DEFERRED TAX
Origination and reversal of timing differences	1,986,870	933,183
TOTAL DEFERRED TAX	1,986,870	933,183


	TAXATION ON PROFIT ON ORDINARY ACTIVITIES	2,232,360	1,242,751

Page 18


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

7.TAXATION (CONTINUED)

Profit on ordinary activities before tax

13,554,679

10,283,615

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	2,575,389	1,953,887
EFFECTS OF:
Effect of higher tax rate overseas	51,017	171,984
Adjustments to tax charge in respect of prior periods	(23,480)	-
Timing difference leading to a increase in taxation	1,986,870	933,183
Non-taxable income arising on consolidation	(712,176)	(768,822)
Book profit on chargeable assets	(53,981)	(203,638)
Capital gains	53,981	213,905
Temporary differences	(268,634)	342,450
Other permanent differences	(49,387)	(760,373)
Unrelieved tax losses carried forward	-	3,718
Permanent difference due to fair valuation movement	(1,327,239)	(927,005)
Permanent difference on tax loss extinguished in overseas tax settlement	-	283,462
TOTAL TAX CHARGE FOR THE YEAR	2,232,360	1,242,751

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

8.	FIXED ASSET INVESTMENTS

	Company

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 May 2021	1
	At 30 April 2022	1

Page 19


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Antipodean Properties Limited	PricewaterhouseCoopers, Level 26, PwC Tower, 15 Customs Street West, Auckland 1010, New Zealand.	Property investment	Ordinary	100
Antipodean Spotlight Limited	PricewaterhouseCoopers, Level 26, PwC Tower, 15 Customs Street West, Auckland 1010, New Zealand.	Property investment	Ordinary	100
Antipodean Supermarkets Limited	PricewaterhouseCoopers, Level 26, PwC Tower, 15 Customs Street West, Auckland 1010, New Zealand.	Property investment	Ordinary	100
*Antipodean (UK) Limited	Ground Floor,30 City Road London EC1Y 2AB	Property investment	Ordinary	100
**Rural Portfolio Limited	Ground Floor,30 City Road London EC1Y 2AB	Property Investment	Ordinary	100

* Held directly by Antipodean Supermarkets Limited.
** Held directly by Antipodean Properties Limited.

Page 20


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

9.	INVESTMENT PROPERTY
	Group

		Freehold investment property
		£
	VALUATION
	At 1 May 2021	108,011,042
	Additions at cost	819,326
	Disposals	(681,427)
	Fair value movements in year	6,985,470
	Foreign exchange movement	61,845
	AT 30 APRIL 2022	115,196,256

Valuation basis
The Group's accounting policy is for investment properties to be initially measured at cost and thereafter at fair value,which reflects market conditions at the reporting date.
The Group's investment properties consist of 4 commercial properties in New Zealand and 1 commercial property in the United Kingdom (2021 - 4 commercial properties in New Zealand and 1 commercial property in the United Kingdom). The Group also owns 261 residential properties in the United Kingdom (2021 - 260).
As for the 2022 valuation for the New Zealand properties , the Company's management made the decision not to obtain an independent valuation of the properties on the basis that there would be no material change to the 2021 valuation. As such the investment properties at 30 April 2022 were held at the 2021 valuations.
As at 30 April 2021, full valuations were performed by Colliers International Limited, who are registered valuers and have experience in the location and category of the investment properties being valued. These were completed in accordance with the latest International Valuation Standards and the Australia and New Zealand Valuation and Property Standards for mortgage security purposes.
The 2022 valuations for the UK properties were made by the directors, on an open market value for existing use basis.
The historical cost of these properties was £96,640,990 (2021 - £96,060,109).
At year end, the provision for diminution in value amounted to £965,242 (2021 - £1,408,224).

Page 21


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

10.	FAIR VALUE MOVEMENTS
		2022	2021
		£	£


Investment property (Note 9)	6,985,470	4,139,145
Loss on exchange on forward contract	(103,011)	-
	6,882,459	4,139,145

11.	DEBTORS
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

DUE AFTER MORE THAN ONE YEAR
Other loans	4,854,244	-	4,854,244	-
	4,854,244	-	4,854,244	-

Group	Group	Company	Company
2022	2021	2022	2021
£	£	£	£

DUE WITHIN ONE YEAR
Other loans	13,689,578	9,313,324	13,689,578	9,313,324
Sundry loans	-	-	-	34,129
Other debtors	827,887	493,505	416,738	8,087
Prepayments and accrued income	71,499	50,474	126,735	115,981
Deferred taxation (Note 14)	-	178,296	-	-
	14,588,964	10,035,599	14,233,051	9,471,521

Page 22


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

12.	CREDITORS: Amounts falling due within one year
		Group	Group	Company	Company
		2022	2021	2022	2021
		£	£	£	£

Bank loans	520,950	7,980,581	-	-
Trade creditors	138,683	81,185	10,800	-
Sundry loans	23,668,019	18,419,734	21,469,528	12,792,411
Corporation tax	268,840	312,851	-	-
Other taxation and social security	39,131	-	-	-
Other creditors	488,115	450,343	109,211	-
Accruals and deferred income	964,256	1,388,601	98,708	63,374
	26,087,994	28,633,295	21,688,247	12,855,785

The following liabilities were secured:
	Group	Group
	2022	2021
	£	£

	Bank loans	520,950	7,980,581
		520,950	7,980,581

Details of security provided:

The bank loans incur variable interest rates of 2.65% to 3.83% per annum. Both loans are interest only.
The bank loans are secured by mortgage against the investment properties and a General Security Agreement over the assets of Antipodean Spotlight Limited as well as cross guarantees with the Antipodean Group.
For bank loan purposes the Antipodean Group comprised of Antipodean Properties Limited, Antipodean Spotlight Limited and Antipodean Supermarkets Limited.

Page 23


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

13.	CREDITORS: Amounts falling due after more than one year
		Group	Group
		2022	2021
		£	£

Bank loans	10,549,237	-
	10,549,237	-

The following liabilities were secured:
	Group	Group
	2022	2021
	£	£


Bank loans	10,549,237	-
	10,549,237	-

Details of security provided:

The bank loans incur variable interest rates of 2.65% to 3.83% per annum. One bank loan is repayable by monthly instalments and then onwards the loan has become interest only with the monthly principal payments ceasing. Both loans are interest only.
The bank loans are secured by mortgage against the investment properties, and a General Security Agreement over the assets of Antipodean Spotlight Limited as well as cross guarantees within the Antipodean Group.
For bank loan purposes, the Antipodean Group is comprised of Antipodean Properties Limited, Antipodean Spotlight Limited and Antipodean Supermarkets Limited.


		Group	Group
		2022	2021
		£	£

BANK LOANS
Amounts falling due within one year	520,950	7,980,581
Amounts falling due 1-2 years	10,549,237	-


	11,070,187	7,980,581

Page 24


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022

14.	DEFERRED TAXATION
	Group

	2022	2021
	£	£

At beginning of year	178,296	1,044,128
(Charged)/Released to the income statement	(1,986,870)	(933,183)
Foreign exchange	(692)	67,351
AT END OF YEAR	(1,809,266)	178,296

		Group	Group
		2022	2021
		£	£

Unutilised losses	927,291	1,049,440
Tax on revaluation of investment properties	(2,736,557)	(871,144)
	(1,809,266)	178,296

15.

RESERVES

Investment property revaluation reserve

The investment property revaluation reserve includes all current and prior year movements.

Profit & loss account

The profit and loss account includes all current and prior year retained profits and losses.

Page 25


ORBIT ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2022


16.	RELATED PARTY TRANSACTIONS

The Group has taken advantage of the exemptions from disclosure available to subsidiary undertakings under FRS102 Section 1A, paragraph 1 AC.35 in connection with intra group transactions.
During the year there were the following transactions with companies in which the directors Mark Pears CBE, Sir Trevor Pears CMG and David Pears have an interest.

		Group 2022	Group 2021	Company 2022	Company 2021
		£	£	£	£

Management fees payable	404,727	900,163	-	-
Loan interest payable	970,293	708,179	830,466	407,465
Loan interest receivable	-	7,120	-	7,120

At the year end there were the following balances with companies in which the directors Mark Pears CBE, Sir Trevor Pears CMG and David Pears have an interest.

		Group 2022	Group 2021	Company 2022	Company 2021
		£	£	£	£

Amounts due to WPG Finance Limited	21,469,528	12,792,411	21,469,528	12,792,411
Amounts due to/(from) WPG Treasury Limited	2,198,491	5,627,323	-	(34,129)
Management fees payable	404,727	900,163	-	-
Interest payable	86,827	-	86,827	-

The Group received estate agents services from a partnership in which the directors have an interest, the cost of which amounted to £120,790 (2021 - £118,100).

Page 26