Northwood Investors International Limite - Limited company accounts 23.2

NORTHWOOD INVESTORS INTERNATIONAL LIMITED - Company Information

IRIS Accounts Production v23.2.0.158 07988362 Board of Directors 31.12.22 1.1.22 31.12.22 31.12.22 The Company is the holding company of the Group, whose principal activities are real estate investment and asset management services. true true true false true true false false false false false false false true false Ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure079883622021-12-31079883622022-12-31079883622022-01-012022-12-31079883622020-12-31079883622021-01-012021-12-31079883622021-12-3107988362ns16:EnglandWales2022-01-012022-12-3107988362ns15:PoundSterling2022-01-012022-12-3107988362ns11:Director12022-01-012022-12-3107988362ns11:Consolidated2022-12-3107988362ns11:ConsolidatedGroupCompanyAccounts2022-01-012022-12-3107988362ns11:PrivateLimitedCompanyLtd2022-01-012022-12-3107988362ns11:FRS102ns11:Consolidated2022-01-012022-12-3107988362ns11:Auditedns11:Consolidated2022-01-012022-12-3107988362ns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-01-012022-12-3107988362ns11:LargeMedium-sizedCompaniesRegimeForAccounts2022-01-012022-12-3107988362ns11:Consolidatedns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-01-012022-12-3107988362ns11:LargeMedium-sizedCompaniesRegimeForAccountsns11:Consolidated2022-01-012022-12-3107988362ns11:FullAccounts2022-01-012022-12-3107988362ns6:Subsidiary12022-01-012022-12-3107988362ns6:Subsidiary22022-01-012022-12-3107988362ns6:Subsidiary32022-01-012022-12-3107988362ns6:Subsidiary42022-01-012022-12-310798836212022-01-012022-12-3107988362ns11:OrdinaryShareClass12022-01-012022-12-3107988362ns11:Consolidated2022-01-012022-12-3107988362ns11:Director22022-01-012022-12-3107988362ns11:RegisteredOffice2022-01-012022-12-3107988362ns11:Consolidated2021-01-012021-12-3107988362ns6:CurrentFinancialInstruments2022-12-3107988362ns6:CurrentFinancialInstruments2021-12-3107988362ns6:Non-currentFinancialInstruments2022-12-3107988362ns6:Non-currentFinancialInstruments2021-12-3107988362ns6:ShareCapital2022-12-3107988362ns6:ShareCapital2021-12-3107988362ns6:RetainedEarningsAccumulatedLosses2022-12-3107988362ns6:RetainedEarningsAccumulatedLosses2021-12-3107988362ns6:ShareCapital2020-12-3107988362ns6:RetainedEarningsAccumulatedLosses2020-12-3107988362ns6:RetainedEarningsAccumulatedLosses2021-01-012021-12-3107988362ns6:RetainedEarningsAccumulatedLosses2022-01-012022-12-3107988362ns6:IntangibleAssetsOtherThanGoodwill2022-01-012022-12-3107988362ns6:FurnitureFittings2021-12-3107988362ns6:FurnitureFittings2022-01-012022-12-3107988362ns6:FurnitureFittings2022-12-3107988362ns6:FurnitureFittings2021-12-3107988362ns6:CostValuation2021-12-3107988362ns6:CostValuationns6:ListedExchangeTraded2021-12-3107988362ns6:AdditionsToInvestments2022-12-3107988362ns6:AdditionsToInvestmentsns6:ListedExchangeTraded2022-12-3107988362ns6:DisposalsRepaymentsInvestments2022-12-3107988362ns6:DisposalsRepaymentsInvestmentsns6:ListedExchangeTraded2022-12-3107988362ns6:RevaluationsIncreaseDecreaseInInvestments2022-12-3107988362ns6:RevaluationsIncreaseDecreaseInInvestmentsns6:ListedExchangeTraded2022-12-3107988362ns6:CostValuation2022-12-3107988362ns6:CostValuationns6:ListedExchangeTraded2022-12-3107988362ns6:ListedExchangeTraded2022-12-3107988362ns6:ListedExchangeTraded2021-12-31079883621ns6:Subsidiary12022-01-012022-12-3107988362ns6:Subsidiary232022-01-012022-12-31079883625ns6:Subsidiary32022-01-012022-12-31079883627ns6:Subsidiary42022-01-012022-12-3107988362ns6:WithinOneYearns6:CurrentFinancialInstruments2022-12-3107988362ns6:WithinOneYearns6:CurrentFinancialInstruments2021-12-3107988362ns6:WithinOneYear2022-12-3107988362ns6:WithinOneYear2021-12-3107988362ns6:BetweenOneFiveYears2022-12-3107988362ns6:BetweenOneFiveYears2021-12-3107988362ns6:AllPeriods2022-12-3107988362ns6:AllPeriods2021-12-3107988362ns11:OrdinaryShareClass12022-12-3107988362ns6:RetainedEarningsAccumulatedLosses2021-12-31

REGISTERED NUMBER: 07988362 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

NORTHWOOD INVESTORS INTERNATIONAL

LIMITED

Page

Company Information

Group Strategic Report

Report of the Directors

Report of the Independent Auditors

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Company Statement of Financial Position

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Statement of Cash
Flows

Notes to the Consolidated Financial Statements

DIRECTORS:

J Z Kukral

J Reingardt

REGISTERED OFFICE:

12 Golden Square

London

W1F 9JE

REGISTERED NUMBER:

07988362 (England and Wales)

INDEPENDENT AUDITORS:

Haines Watts, Statutory Auditor

Chartered Accountants

The Lightbox

87 Castle Street

Reading

Berkshire

RG1 7SN

The directors present their strategic report of the Company and the Group for the year ended 31 December 2022.

REVIEW OF BUSINESS

The Group made an operating profit of £12,062,704 (2021: £887,897). This was driven by the incentive fee which occurs every 3 years dependant upon the performance of the underlying French assets.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the Group can be broadly categories as:

Property market

The income of the Group is variable with rental income and investment value of the properties managed. The Group mitigates this by carrying out active asset and property management and has a track record of keeping properties well let with good rent collections and minimal bad debt. The Group manages high quality properties with defensive characteristics and potential to add significant investment value.

Financial risks

The Group does not have any material borrowing and so is not subject to interest rate risk. A significant proportion of the Group's income is formed by related parties and therefore credit risk is considered minimal.

Foreign currency risk

A material proportion of the income of the Group is receivable in Euros, however the associated foreign exchange risk is not considered sufficient to justify the cost of entering into hedging arrangements.

Impact of World Events

The directors have made an assessment of the Group's ability to continue as a going concern. The physical occupation of properties managed by the Group continue to be well let and rent collections remained high. There has been no material impact upon the income or cash resources of the Group.

The directors are satisfied that the Group has adequate resources to continue in operational existence, for a period of at least 12 months from the date that these Financial Statements were approved.

Furthermore, the directors are not aware of any material uncertainties that may cast significant doubt upon the Group’s ability to continue as a going concern. Accordingly, the directors consider that it is appropriate to prepare the Financial Statements on a going concern basis.

KEY PERFORMANCE INDICATORS

Turnover

2022

2021

% change

£'000000

Turnover

28,726

15,747

82.42%

- Turnover increased substantially due to the 2nd occurrence of an incentive fee (£11,600,069) calculated with reference to the performance of the underlying French assets. The fee is calculable every 3 years upon the anniversary of the 1st January base date.

- Key income steams with the Group are based upon “cost plus” models, therefore changes in turnover are directly driven by increases in the cost base.

Operating costs

2022

2021

%
change

Average staff numbers

5.66%

Staff costs (£'000)

13,145

11,530

14.01%

Total operating costs (£'000)

3,578

3,421

4.59%

- Staff cost are a material item for the Group with investment in staff being key to supporting its overall performance.

ON BEHALF OF THE BOARD:

J Reingardt - Director

14 September 2023

The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2022.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2022 will be £9,184,098 (2021: £Nil).

FUTURE DEVELOPMENTS

The directors see no material change in the nature of the Group's activities for the foreseeable future. Aside from general inflationary pressures, underlying costs and headcount upon which the cost plus model is based are expected to remain stable for 2023.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

J Z Kukral

J Reingardt

FINANCIAL RISK MANAGEMENT

The Group's financial risks are discussed in the Strategic Report on page 2.

GOING CONCERN

The going concern basis of accounting has been applied. This is considered to be appropriate by the directors following an assessment of the Group's ability to continue as a going concern. The directors are satisfied that the Group has adequate resources to continue in operational existence, for the period of at least 12 months from the date that these Financial Statements were approved. Furthermore, the directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. The Group also continues to have the support of its parent company Northwood Investors International Ltd.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

Directors' and officers' insurance cover has been established for all directors to provide appropriate cover for their reasonable actions on behalf of the Group. The indemnities, which constitute a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006, were in force during the 2022 financial year and remain in force for all current and past directors of the Group.

EMPLOYMENT OF DISABLED PERSONS

The Group is an equal opportunities employer. Employment decisions are based on merit and business needs and not on race, colour, nationality, ethnic origin, gender, sexual orientation, gender reassignment, age, religion or belief, physical or mental disability, marital status, pregnancy or maternity, or any other factor protected by law.

The Group is committed to providing equality for everyone in our workplace and all applicants for employment. This means equality of opportunity for all at every stage of the employment relationship with us.

The Group is also committed to ensuring that the workplace is free from all forms of discrimination and harassment. It is part of its policy to employ and provide a suitable environment for people with disabilities to pursue their careers without difficulty or disadvantage

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.

AUDITORS

Under section 487(2) of the Companies Act 2006, Haines Watts will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

ON BEHALF OF THE BOARD:

J Reingardt - Director

14 September 2023

Opinion

We have audited the financial statements of Northwood Investors International Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 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 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 matters

The financial statements of the Company for the year-ended 31 December 2021 were audited by another auditor who expressed an unmodified opinion of those statements on 20 September 2022.

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.

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 five, 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:

We obtained an understanding of the legal and regulatory framework applicable to the Group, which includes the Company, and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006, the Royal Institution of Chartered Surveyors (RICS) and relevant tax compliance regulations in the UK.

We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by making enquiries of management.

We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

Challenging assumptions and judgements made by management in its significant accounting estimates;

Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations;

Confirming with management whether they have knowledge of any actual, suspected or illegal fraud;

Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing 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 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.

Martin Thomas FCCA (Senior Statutory Auditor)

for and on behalf of Haines Watts, Statutory Auditor

Chartered Accountants

The Lightbox

87 Castle Street

Reading

Berkshire

RG1 7SN

14 September 2023

TURNOVER

28,726,108

15,746,954

Cost of sales

16,348,879

14,848,049

GROSS PROFIT

12,377,229

898,905

Administrative expenses

378,737

103,399

11,998,492

795,506

Other operating income

64,212

92,391

OPERATING PROFIT and

PROFIT BEFORE TAXATION

12,062,704

887,897

Tax on profit

2,357,806

190,396

PROFIT FOR THE FINANCIAL YEAR

9,704,898

697,501

OTHER COMPREHENSIVE INCOME

Currency translation differences

10,231

(19,907

)

Income tax relating to other
comprehensive income

OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

10,231

(19,907

)

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

9,715,129

677,594

Profit attributable to:

Owners of the parent

9,704,898

697,501

Total comprehensive income attributable to:

Owners of the parent

9,715,129

677,594

FIXED ASSETS

Intangible assets

1,246

3,692

Tangible assets

389,372

409,007

Investments

2,747

4,714

393,365

417,413

CURRENT ASSETS

Debtors

6,097,050

5,259,384

Cash at bank and in hand

14,522,611

9,614,231

20,619,661

14,873,615

CREDITORS

Amounts falling due within one year

16,599,028

11,192,866

NET CURRENT ASSETS

4,020,633

3,680,749

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,413,998

4,098,162

CREDITORS

Amounts falling due after more than one
year

293,296

508,491

NET ASSETS

4,120,702

3,589,671

CAPITAL AND RESERVES

Called up share capital

300

Retained earnings

4,120,402

3,589,371

SHAREHOLDERS' FUNDS

4,120,702

3,589,671

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 14 September 2023 and were signed on its behalf by:

J Reingardt - Director

FIXED ASSETS

Intangible assets

Tangible assets

388,029

407,084

Investments

20,395

408,424

427,479

CURRENT ASSETS

Debtors

6,635,119

5,792,318

Cash at bank and in hand

3,332,756

1,655,597

9,967,875

7,447,915

CREDITORS

Amounts falling due within one year

5,818,548

3,776,061

NET CURRENT ASSETS

4,149,327

3,671,854

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,557,751

4,099,333

CREDITORS

Amounts falling due after more than one
year

293,296

508,491

NET ASSETS

4,264,455

3,590,842

CAPITAL AND RESERVES

Called up share capital

300

Retained earnings

4,264,155

3,590,542

SHAREHOLDERS' FUNDS

4,264,455

3,590,842

Company's profit for the financial year

9,857,711

605,351

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 14 September 2023 and were signed on its behalf by:

J Reingardt - Director

Called up

Retained

Total

capital

earnings

equity

Balance at 1 January 2021

300

2,911,777

2,912,077

Changes in equity

Total comprehensive income

677,594

Balance at 31 December 2021

300

3,589,371

3,589,671

Changes in equity

Dividends

(9,184,098

)

(9,184,098

)

Total comprehensive income

9,715,129

Balance at 31 December 2022

300

4,120,402

4,120,702

Called up

Retained

Total

capital

earnings

equity

Balance at 1 January 2021

300

2,985,191

2,985,491

Changes in equity

Total comprehensive income

605,351

Balance at 31 December 2021

300

3,590,542

3,590,842

Changes in equity

Dividends

(9,184,098

)

(9,184,098

)

Total comprehensive income

9,857,711

Balance at 31 December 2022

300

4,264,155

4,264,455

Cash flows from operating activities

Cash generated from operations

14,856,824

(970,657

)

Tax paid

(694,597

)

(90,762

)

Dividends in specie

(2,417,511

)

Net cash from operating activities

11,744,716

(1,061,419

)

Cash flows from investing activities

Purchase of intangible fixed assets

(520

)

Purchase of tangible fixed assets

(58,262

)

(394,347

)

Purchase of fixed asset investments

(6,789,713

)

Sale of tangible fixed assets

(39

)

Sale of fixed asset investments

6,766,587

Net cash from investing activities

(81,947

)

(394,347

)

Cash flows from financing activities

Equity dividends paid

(6,766,587

)

Net cash from financing activities

(6,766,587

)

Increase/(decrease) in cash and cash equivalents

4,896,182

(1,455,766

)

Cash and cash equivalents at
beginning of year

9,614,231

11,088,854

Effect of foreign exchange rate changes

12,198

(18,857

)

Cash and cash equivalents at end of
year

14,522,611

9,614,231

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2022

2021

as restated

Profit for the financial year

9,704,898

697,501

Depreciation charges

80,903

85,687

Loss on revaluation of fixed assets

23,126

Taxation

2,357,806

190,396

12,166,733

973,584

Increase in trade and other debtors

(837,627

)

(2,451,117

)

Increase in trade and other creditors

3,527,718

506,876

Cash generated from operations

14,856,824

(970,657

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2022

31/12/22

1/1/22

Cash and cash equivalents

14,522,611

9,614,231

Year ended 31 December 2021

31/12/21

1/1/21

as restated

Cash and cash equivalents

9,614,231

11,088,854

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/22

Cash flow

At 31/12/22

Net cash

Cash at bank and in hand

9,614,231

4,908,380

14,522,611

9,614,231

4,908,380

14,522,611

Total

9,614,231

4,908,380

14,522,611

1.	GENERAL INFORMATION

Northwood Investors International Limited (the "Group") is a private company, limited by shares and is registered and incorporated in the United Kingdom. The registered office is 12 Golden Square, London, W1F 9JE.

The principal activity of the Company during the year was the provision of real estate investment advisory services. The Company also acts as a holding company.

2.	ACCOUNTING POLICIES

Basis of preparation of 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 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 results of the subsidiary undertakings acquired are included from the date of acquisition (being the date control is obtained) using the acquisition method of accounting. A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The following principal accounting policies have been applied consistently throughout the year.

Going concern

The going concern basis of accounting has been applied. This is considered to be appropriate by the directors following an assessment of the Group's ability to continue as a going concern. The directors are satisfied that the Group has adequate resources to continue in operational existence, for the period of at least 12 months from the date that these financial statements were approved. Furthermore, the directors are not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern.

Turnover

Turnover represents amounts receivable from the parent company based on costs incurred by the Company recharged at a mark-up. Turnover from contracts for the provision of advisory services are recognised over the period to which the service relates or when performance conditions are met. Turnover also includes certain cost recharges to fellow group companies. Turnover is stated net of Value Added Tax.

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered, net of discounts and VAT. It is recognised on certain costs incurred during the year at a marked-up percentage. These costs are recharged to other related entities.

Interest income

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

Intangible assets

Intangible assets are initially recognised at cost. After recognition under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible assets

Tangible assets are measured at cost, net of accumulated depreciation and any impairment losses.

Tangible assets are stated at cost less accumulated depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

Depreciation is provided on the following basis:

Fixtures, fittings and equipment - 15% straight line

Computer equipment - 100% in year of acquisition

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

Impairment of fixed assets

At each reporting period end date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Investments in subsidiaries

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

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

Financial instruments

The Group has elected to applying the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors and amounts owed to group undertakings are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value fo the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Debtors

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

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

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.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non- monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to the Consolidated Statement of Comprehensive Income, except to the extent that they relate to gains or losses on non- monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

Leases

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

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

Pensions

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

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 the Consolidated Statement of Comprehensive Income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position 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.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

For defined contribution schemes the amount charged to the Consolidated Statement of Comprehensive Income is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividend are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Special dividends are measured at the fair value of any non-cash assets to be distributed when approved by the shareholders.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources, including expectations of future events that are believed to be reasonable under the circumstances.

The directors consider that there are no significant judgements or key sources of estimation uncertainty in the preparation of these financial statements.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Group.

An analysis of turnover by class of business is given below:

2022

2021

as restated

Management of property

28,726,108

15,746,954

28,726,108

15,746,954

An analysis of turnover by geographical market is given below:

2022

2021

as restated

United Kingdom

2,778,211

2,479,942

Europe

16,170,757

4,673,569

Rest of the world

9,777,140

8,593,443

28,726,108

15,746,954

5.	OTHER OPERATING INCOME

2022

2021

as restated

Rents received

80,000

70,000

Sundry receipts

7,338

22,391

Gain/loss on revaluation of assets

(23,126

)

64,212

92,391

6.	EMPLOYEES AND DIRECTORS

2022

2021

as restated

Wages and salaries

10,838,029

9,623,775

Social security costs

1,866,912

1,502,769

Other pension costs

440,547

403,775

13,145,488

11,530,319

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

2022

2021

as restated

Administration

Property Investment/management

7.	DIRECTORS' REMUNERATION

The directors are not employed or paid by the Company or its parent companies.

The directors do not receive any remuneration directly from the Group, but do receive remuneration from elsewhere within the Northwood US corporate structure. The directors services to the Group did not occupy a significant amount of their time, and as such, the directors do not consider that they receive remuneration for their incidental services to the Group for the year.

8.	OPERATING PROFIT

The operating profit is stated after charging:

2022

2021

as restated

Other operating leases

824,645

951,067

Depreciation - owned assets

77,936

83,638

Computer software amortisation

2,966

2,545

Foreign exchange differences

246,580

43,142

Research & development charged as an expense

154,174

125,059

9.	AUDITORS' REMUNERATION

2022

2021

as restated

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

37,000

52,387

Auditors' remuneration for non audit work

6,700

24,089

10.

TAXATION

Analysis of the tax charge

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

2022

2021

as restated

Current tax:

UK corporation tax

2,357,889

190,396

Adjustment in respect of

prior periods

(83

)

Tax on profit

2,357,806

190,396

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

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:

2022

2021

as restated

Profit before tax

12,062,704

887,897

Profit multiplied by the standard rate of corporation tax in the UK of
19 % (2021 - 19 %)

2,291,914

168,700

Effects of:

Expenses not deductible for tax purposes

15,561

Income not taxable for tax purposes

(3,782

)

Capital allowances in excess of depreciation

(12,430

)

Depreciation in excess of capital allowances

15,901

Adjustments to tax charge in respect of previous periods

(719

)

3,296

Income taxed in France at higher rates

6,585

19,051

Tax loss c/fwd

44,125

Total tax charge

2,357,806

190,396

Tax effects relating to effects of other comprehensive income

2022

Gross

Tax

Net

Currency translation differences

10,231

2021

Gross

Tax

Net

Currency translation differences

(19,907

)

(19,907

)

As of 1 April 2023, the UK Government has increased the main rate of corporation tax from 19% to 25%.

11.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

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

12.

DIVIDENDS

2022

2021

as restated

Ordinary shares of £1 each

Interim

9,184,098

13.	PRIOR YEAR ADJUSTMENT

A prior year adjustment has been made to reclassify other debtors and deferred income between current and greater than one year.

Changes in balance sheet at 31 December 2021

The above changes had the following impact

Increase in other debtors greater than 1 year

450,000

Decrease in other debtors less than 1 year

450,000

Increase in deferred income greater than 1 year

508,491

Decrease in deferred income less than 1 year

508,491

There has been no impact on retained earning as a result of the above adjustment.

14.	INTANGIBLE FIXED ASSETS

Group

Computer

software

COST

At 1 January 2022

14,476

Additions

520

At 31 December 2022

14,996

AMORTISATION

At 1 January 2022

10,784

Amortisation for year

2,966

At 31 December 2022

13,750

NET BOOK VALUE

At 31 December 2022

1,246

At 31 December 2021

3,692

There are no intangible assets recognised in the Company.

15.	TANGIBLE FIXED ASSETS

Group

Fixtures

and

Computer

fittings

equipment

Totals

COST

At 1 January 2022

481,976

36,651

518,627

Additions

58,195

58,262

Disposals

(183

)

(183

)

At 31 December 2022

540,171

36,535

576,706

DEPRECIATION

At 1 January 2022

74,892

34,728

109,620

Charge for year

77,250

686

77,936

Eliminated on disposal

(222

)

(222

)

At 31 December 2022

152,142

35,192

187,334

NET BOOK VALUE

At 31 December 2022

388,029

1,343

389,372

At 31 December 2021

407,084

1,923

409,007

Company

Fixtures

and

fittings

COST

At 1 January 2022

481,976

Additions

58,195

At 31 December 2022

540,171

DEPRECIATION

At 1 January 2022

74,892

Charge for year

77,250

At 31 December 2022

152,142

NET BOOK VALUE

At 31 December 2022

388,029

At 31 December 2021

407,084

16.	FIXED ASSET INVESTMENTS

Group

Shares in

group

Listed

Unlisted

undertakings

investments

Totals

COST OR VALUATION

At 1 January 2022

4,712

4,714

Additions

6,789,713

Disposals

(6,766,587

)

(6,766,587

)

Revaluations

(23,126

)

(23,126

)

Exchange differences

(1,967

)

(1,967

)

At 31 December 2022

2,745

2,747

NET BOOK VALUE

At 31 December 2022

2,745

2,747

At 31 December 2021

4,712

4,714

Cost or valuation at 31 December 2022 is represented by:

Shares in

group

Unlisted

undertakings

investments

Totals

Cost

2,745

2,747

Company

Shares in

group

Listed

undertakings

investments

Totals

COST OR VALUATION

At 1 January 2022

20,395

Additions

6,789,713

Disposals

(6,766,587

)

(6,766,587

)

Revaluations

(23,126

)

(23,126

)

At 31 December 2022

20,395

NET BOOK VALUE

At 31 December 2022

20,395

At 31 December 2021

20,395

Cost or valuation at 31 December 2022 is represented by:

Shares in

group

undertakings

Cost

20,395

The Group or the Company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Glidefern Property Management Limited

Registered office: The Blade, Abbey Square, Reading, RG1 3BE

Nature of business: Property management

Class of shares:

holding

Ordinary

100.00

Northwood International Acquisitions Limited

Registered office: 12 Golden Square, London, England, W1F 9JE

Nature of business: Dormant

Class of shares:

holding

Ordinary

100.00

Northwood Investors France Asset Management SAS

Registered office: 42 Rue de Bassano, Paris, 75008, France

Nature of business: Property management

Class of shares:

holding

Ordinary

100.00

Northwood Project Management SAS

Registered office: 42 Rue de Bassano, Paris, 75008, France

Nature of business: Property management

Class of shares:

holding

Ordinary

100.00

Northwood International Acquisitions Limited has not been consolidated as the entity is dormant.

17.

DEBTORS

Group

Company

2022

2021

2022

2021

as restated

Amounts falling due within one year:

Amounts owed by group undertakings

4,919,435

4,114,416

5,483,998

4,562,570

Other debtors

222,251

237,588

196,537

358,860

Prepayments and accrued income

505,364

457,380

504,584

420,888

5,647,050

4,809,384

6,185,119

5,342,318

Amounts falling due after more than one

year:

Other debtors

450,000

Aggregate amounts

6,097,050

5,259,384

6,635,119

5,792,318

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

18.	CASH AT BANK AND IN HAND

Group

Company

2022

2021

2022

2021

as restated

Cash at bank

4,660,168

2,678,542

3,332,686

1,655,196

Cash in hand

401

Client money

9,862,373

6,935,288

14,522,611

9,614,231

3,332,756

1,655,597

19.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2022

2021

2022

2021

as restated

Trade creditors

160,933

355,283

154,223

302,830

Amounts owed to group undertakings

10,469,990

7,552,465

568,846

616,177

Tax

1,759,144

95,935

1,750,009

79,995

Social security and other taxes

1,227,801

714,935

582,789

451,609

Other creditors

385,146

150,773

315,758

66,518

Accruals and deferred income

2,596,014

2,323,475

2,446,923

2,258,932

16,599,028

11,192,866

5,818,548

3,776,061

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

20.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

Company

2022

2021

2022

2021

as restated

Accruals and deferred income

293,296

508,491

293,296

508,491

21.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

2022

2021

as restated

Within one year

991,714

1,086,660

Between one and five years

1,331,217

2,284,018

2,322,931

3,370,678

Company

Non-cancellable

operating leases

2022

2021

as restated

Within one year

987,940

1,082,886

Between one and five years

1,329,958

2,278,985

2,317,898

3,361,871

In addition there is a small lease in place for Northwood Investors France Asset Management SAS, annual rent €21,431 ending on 31 December 2023.

22.	FINANCIAL INSTRUMENTS

Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors, amounts owed by group companies and accrued income.

Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group companies, other creditors and accruals.

23.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

as restated

300

Ordinary

£1

300

All shares rank equally for voting purposes, dividends and any distribution made upon winding up.

24.

RESERVES

Group

Retained

earnings

At 1 January 2022

3,589,371

Profit for the year

9,704,898

Dividends

(9,184,098

)

Currency translation

differences

10,231

At 31 December 2022

4,120,402

Company

Retained

earnings

At 1 January 2022

3,590,542

Profit for the year

9,857,711

Dividends

(9,184,098

)

At 31 December 2022

4,264,155

25.	PENSION COMMITMENTS

The Group operates a defined contributions pensions scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The contributions payable by the Group to the fund and amounts to £440,547 (2021: £403,775). Contributions totalling £162,635 (2021: £123,720) were payable to the fund at the reporting creditors.

26.	RELATED PARTY TRANSACTIONS

During the year the Group entered into the following transactions with related parties:

The Group made sales to companies under common control during the year totalling £27,487,328 (2021: £14,796,100). The amount outstanding at the balance sheet date was £2,887,429 (2021: £2,708,525).

The Group made staff and office recharges from companies under common control during the year totalling £1,238,781 (2021: £950,855) respectively. The amount outstanding at the balance sheet date was £568,843 (2021: £616,176).

The Group 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.

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

27.	ULTIMATE CONTROLLING PARTY

The controlling party and the ultimate controlling party are not known.

On the 25 February 2021 a transfer of shares was made changing the immediate parent to Northwood Partners LP. The ultimate parent company is Northwood GP Holdings LLC, a company registered in the United States of America.

The parent of the smallest and largest group in which financial statements are consolidated is Northwood Investors International Limited, financial statements available at Northwood Investors International Limited's registered office 12 Golden Square, London, England, W1F 9JE.

The ultimate controlling party is J Kukral, residing in the United States of America, by virtue of his controlling interest in Northwood GP Holdings LLC.