Apsley House Capital PLC - Limited company accounts 23.2

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 March 2023

for

Apsley House Capital PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

G Nock

R Norstrom

R K Hyett

SECRETARY:

Mrs R Massoudi

REGISTERED OFFICE:

2nd Floor

17 Grosvenor Street

London

London

W1K 4QG

REGISTERED NUMBER:

09352537 (England and Wales)

AUDITORS:

Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

The directors present their strategic report for the year ended 31 March 2023.

REVIEW OF BUSINESS

During the period the company continued to develop existing sites with sales at Pershore Street continuing and planning being sought on other existing sites. In addition the company located a number of sites for development and in conjunction with a JV partner sought planning permission for development. The company has been successful in obtaining outline planning permission and the value of the sites has significantly increased.

The company issued a number of bonds during the period and the coupon on these bonds has been accrued through to their redemption date.

The company had a surplus from the JV in Pershore Street in Birmingham. Overall the company made a loss for the year following accruals for interest and allowing for irrecoverable costs on other sites.

After the year end Lower Essex Street has been sold to a third party giving rise to a return of capital invested and downstream profit share.

PRINCIPAL RISKS AND UNCERTAINTIES

The principle risks and uncertainty for the company are:

1: Changes in the housing market and conditions

2: Changes to government legislation in relation to the property market and planning rules.

3: Significant changes to the economy in the UK

4: Funding of JV sites and repayment of bonds as funds are required

KEY PERFORMANCE MEASURES

The company carries out appraisals on sites prior to acquisition. In addition these are agreed with JV partners.

The directors review the IRR on each site prior to committing and where possible take options on sites.

Regular financial appraisals are carried out on all sites during ownership.

Ultimately the directors are seeking to achieve a surplus in excess of the cost of capital.

ON BEHALF OF THE BOARD:

Mrs R Massoudi - Secretary

20 September 2023

The directors present their report with the financial statements of the company for the year ended 31 March 2023.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2023.

FUTURE DEVELOPMENTS

The company continues to work on joint venture sites with a view to obtaining planning permission and enhancing site values with a view to a sale of the site at a profit

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

G Nock

R Norstrom

R K Hyett

FINANCIAL INSTRUMENTS

The company has obtained funding through the issue of bonds which have varying redemption levels.

POLITICAL DONATIONS AND EXPENDITURE

No donations were made of a political nature.

INTERESTS IN JOINT VENTURES

The company has invested in a number of joint ventures for the development of property. The amounts invested to fund property purchase and joint venture costs is shown in other debtors in the accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Williams & Co Epsom LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs R Massoudi - Secretary

20 September 2023

Opinion

We have audited the financial statements of Apsley House Capital PLC (the 'company') for the year ended 31 March 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 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.

Emphasis of matter - Going Concern

The company is dependent on funds in from joint venture property sales to meet loans that are repayable. In the event that funds are not received in a timely manner then repayment of loans may have to be delayed. In the current economic position property sales are less certain that previously. Creditors will have to agree to these delays in repayment but in the event that that they do not then the company may be unable to meet its debts as they fall due.

If interests in joint ventures are forced to be sold then the prices achieved may be less than that shown in books.

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Testing of receipts and payments to ensure appropriate to the business.

Reviewing the balance sheet items and where possible obtaining third party evidence of balances recoverable.

Enquiring of the directors of any key matters relating to the business that are relevant to the financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Williams FCA (Senior Statutory Auditor)

for and on behalf of Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

20 September 2023

TURNOVER

3,190,945

3,972,126

Cost of sales

-

5,766

GROSS PROFIT

3,190,945

3,977,892

Administrative expenses

(1,564,826

)

(1,286,966

)

1,626,119

2,690,926

Other operating income

70,000

70,000

OPERATING PROFIT

4

1,696,119

2,760,926

Amounts written off investments

5

(1,168,916

)

-

527,203

2,760,926

Interest payable and similar expenses

6

(1,504,942

)

(2,115,780

)

(LOSS)/PROFIT BEFORE TAXATION

(977,739

)

645,146

Tax on (loss)/profit

7

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(977,739

)

645,146

(LOSS)/PROFIT FOR THE YEAR

(977,739

)

645,146

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(977,739

)

645,146

FIXED ASSETS

Tangible assets

8

25,604

56,784

CURRENT ASSETS

Debtors

9

22,895,761

24,363,122

Cash at bank

476,547

1,771,023

23,372,308

26,134,145

CREDITORS

Amounts falling due within one year

10

31,414,351

30,974,129

NET CURRENT LIABILITIES

(8,042,043

)

(4,839,984

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(8,016,439

)

(4,783,200

)

CREDITORS

Amounts falling due after more than one year

11

4,375,138

6,630,638

NET LIABILITIES

(12,391,577

)

(11,413,838

)

CAPITAL AND RESERVES

Called up share capital

15

50,000

50,000

Retained earnings

16

(12,441,577

)

(11,463,838

)

SHAREHOLDERS' FUNDS

(12,391,577

)

(11,413,838

)

The financial statements were approved by the Board of Directors and authorised for issue on 20 September 2023 and were signed on its behalf by:

G Nock - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2021

50,000

(12,108,984

)

(12,058,984

)

Changes in equity

Total comprehensive income

-

645,146

645,146

Balance at 31 March 2022

50,000

(11,463,838

)

(11,413,838

)

Changes in equity

Total comprehensive income

-

(977,739

)

(977,739

)

Balance at 31 March 2023

50,000

(12,441,577

)

(12,391,577

)

Cash flows from operating activities

Cash generated from operations

1

2,875,801

2,243,774

Payments to Joint Ventures

-

(2,214,655

)

Receipts from Joint Ventures

-

3,827,406

Net cash from operating activities

2,875,801

3,856,525

Cash flows from investing activities

Purchase of tangible fixed assets

(20,657

)

(10,519

)

Net cash from investing activities

(20,657

)

(10,519

)

Cash flows from financing activities

New loans in year

2,615,000

2,175,000

Loan repayments in year

(5,510,164

)

(3,830,000

)

Interest repayments

(1,254,456

)

(1,861,070

)

Amount introduced by directors

-

903

Net cash from financing activities

(4,149,620

)

(3,515,167

)

(Decrease)/increase in cash and cash equivalents

(1,294,476

)

330,839

Cash and cash equivalents at beginning of year

2

1,771,023

1,440,184

Cash and cash equivalents at end of year

2

476,547

1,771,023

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2023

2022

£

£

(Loss)/profit before taxation

(977,739

)

645,146

Depreciation charges

14,694

17,887

Loss on disposal of fixed assets

37,143

-

Profits used to repay loans

-

(569,288

)

Finance costs

1,504,942

2,115,780

579,040

2,209,525

Decrease/(increase) in trade and other debtors

1,467,361

(44,401

)

Increase in trade and other creditors

829,400

78,650

Cash generated from operations

2,875,801

2,243,774

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2023

31.3.23

1.4.22

£

£

Cash and cash equivalents

476,547

1,771,023

Year ended 31 March 2022

31.3.22

1.4.21

£

£

Cash and cash equivalents

1,771,023

1,440,184

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.22

Cash flow

At 31.3.23

£

£

£

Net cash

Cash at bank

1,771,023

(1,294,476

)

476,547

1,771,023

(1,294,476

)

476,547

Debt

Debts falling due within 1 year

(19,231,353

)

389,179

(18,842,174

)

Debts falling due after 1 year

(6,630,638

)

2,255,500

(4,375,138

)

(25,861,991

)

2,644,679

(23,217,312

)

Total

(24,090,968

)

1,350,203

(22,740,765

)

1.	STATUTORY INFORMATION

Apsley House Capital PLC is a private company , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable following legal completion of developed units, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Income from joint ventures is recognised when received from the joint venture which normally coincides with property sales.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

10% on cost

Fixtures and fittings

-

25% on cost

Website development

-

25% on cost

Computer equipment

-

25% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Investments in joint ventures

An entity is treated as a joint venture where the company holds a long-term interest and shares joint control under a contractual arrangement.

Interests in joint ventures represent amounts equity and loans to the joint ventures.

Surpluses on property joint ventures are recognised when received.

Going concern

The accounts have been drawn up on a going concern basis. The business is dependent upon the sale of sites and properties to meet financing commitments. Should these not be met then further finance may be needed to be obtained meet the company commitments.

3.	EMPLOYEES AND DIRECTORS

2023

2022

£

£

Wages and salaries

370,640

432,202

Social security costs

45,192

47,918

Other pension costs

43,981

43,091

459,813

523,211

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

2023

2022

Directors

3

3

Other staff

5

5

8

8

The company operates a money purchase defined contribution scheme for all staff in accordance with the auto-enrolment provisions.

2023

2022

£

£

Directors' remuneration

189,584

189,583

4.	OPERATING PROFIT

The operating profit is stated after charging:

2023

2022

£

£

Other operating leases

140,070

115,550

Depreciation - owned assets

14,694

17,886

Loss on disposal of fixed assets

37,143

-

Auditors' remuneration

6,000

5,000

Auditors' remuneration for non audit work

18,954

23,167

5.

AMOUNTS WRITTEN OFF INVESTMENTS

2023

2022

£

£

Write down on JV interests

1,168,916

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2023

2022

£

£

Bond interest

60,000

494,256

Loan note interest

533,786

320,614

Loan interest

10,000

-

Interest on JV loans

901,156

1,300,910

1,504,942

2,115,780

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2023 nor for the year ended 31 March 2022.

8.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

Short

to

and

leasehold

property

fittings

£

£

£

COST

At 1 April 2022

-

70,294

33,343

Additions

4,900

-

10,935

Disposals

-

(70,294

)

(27,826

)

At 31 March 2023

4,900

-

16,452

DEPRECIATION

At 1 April 2022

-

27,879

28,066

Charge for year

408

5,272

4,447

Eliminated on disposal

-

(33,151

)

(27,826

)

At 31 March 2023

408

-

4,687

NET BOOK VALUE

At 31 March 2023

4,492

-

11,765

At 31 March 2022

-

42,415

5,277

Website

Computer

development

equipment

Totals

£

£

£

COST

At 1 April 2022

10,200

23,144

136,981

Additions

-

4,822

20,657

Disposals

-

(11,821

)

(109,941

)

At 31 March 2023

10,200

16,145

47,697

DEPRECIATION

At 1 April 2022

10,200

14,052

80,197

Charge for year

-

4,567

14,694

Eliminated on disposal

-

(11,821

)

(72,798

)

At 31 March 2023

10,200

6,798

22,093

NET BOOK VALUE

At 31 March 2023

-

9,347

25,604

At 31 March 2022

-

9,092

56,784

9.

DEBTORS

2023

2022

£

£

Amounts falling due within one year:

Trade debtors

-

10,500

Amounts owed by group undertakings

1,746,412

-

Other debtors

30,083

901,226

VAT

35,361

103,824

Prepayments

88,636

40,225

1,900,492

1,055,775