Showland Investments Limited 31/03/2023 iXBRL

SHOWLAND INVESTMENTS LIMITED - Company Information

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Company registration number: 6643085

Showland Investments Limited

Unaudited filleted financial statements

31 March 2023

Showland Investments Limited

Contents

Directors and other information

Directors' report

Statement of financial position

Statement of changes in equity

Notes to the financial statements

Showland Investments Limited

Directors and other information


Directors	Mr M J Woolley - Chairman
	Mr R S Phillips - Chief Executive
	Mr A J Loader - Director of Finance
	Mr D J Golland - Director of Operations	(Appointed 1 July 2023)

Secretary	A J Loader

Company number	6643085

Registered office	Kings Barn
	34 Thame Road
	Warborough
	Oxfordshire
	OX10 7DA

Business address	6 Woodlands Road
	Barnes
	London
	SW13 0JZ



	Bankers	N M Rothschild & Sons Limited
		New Court, St Swithin's Lane
		London
		EC4N 8AL

		Santander UK plc
		2 Triton Square
		Regent's Place
		London
		NW1 3AN

	Solicitors	Mishcon de Reya
		Africa House
		70 Kingsway
		London
		WC2B 6AH

Showland Investments Limited

Directors' report

Year ended 31 March 2023

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

Directors

The directors who served the company during the year were as follows:


Mr M J Woolley - Chairman
Mr R S Phillips - Chief Executive
Mr A J Loader - Director of Finance

Business Summary

The Company acts as the main equity partner in a series of limited partnerships and two wholly owned subsidiaries, generally referred to as the Showland Group. That Group now owns five freehold commercial properties, comprising three office parks, an industrial warehouse and a small retail unit.

The portfolio, with a gross rental income in excess of £1million, is financed by long term loans from NM Rothschilds and Sons and third-party investors.

During the accounting year, the Group sold a retail warehouse and subsequent to year end, acquired an industrial warehouse producing a higher rental income and with a longer lease term.

These actions accelerated the plans to enhance the asset management structure which was achieved with the appointment of Adrian Loader as the Director of Finance and David Golland, a long-time buildings' surveyor advisor to the group, as Director of Operations.

In addition, after the year end, the company undertook further steps in succession planning by the issue of new ordinary shares to the families of Roger Phillips and Michael Woolley. These new shares are temporarily restricted in dividend and voting rights.

Small company provisions

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

This report was approved by the board of directors on 21 December 2023 and signed on behalf of the board by:

Mr M J Woolley - Chairman

Chairman

Showland Investments Limited

Statement of financial position

31 March 2023

		2023		2022
	Note	£	£	£	£

Fixed assets
Investments	4	230,362		230,362
		_______		_______
			230,362		230,362

Current assets
Debtors	5	927,277		723,933
		_______		_______
		927,277		723,933
Creditors: amounts falling due
within one year	6	( 46,119)		( 21,698)
		_______		_______
Net current assets			881,158		702,235
			_______		_______
Total assets less current liabilities			1,111,520		932,597

Creditors: amounts falling due
after more than one year	7		( 682,316)		( 693,990)
			_______		_______
Net assets			429,204		238,607
			_______		_______

Capital and reserves
Called up share capital			1,000		1,000
Profit and loss account			428,204		237,607
			_______		_______
Shareholders funds			429,204		238,607
			_______		_______

For the year ending 31 March 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 21 December 2023 , and are signed on behalf of the board by:

Mr M J Woolley - Chairman

Company registration number: 6643085

Showland Investments Limited

Statement of changes in equity

Year ended 31 March 2023

	Called up share capital	Profit and loss account	Total
	£	£	£


At 1 April 2021	1,000	248,802	249,802

Profit for the year		48,805	48,805
	_______	_______	_______
Total comprehensive income for the year	-	48,805	48,805

Dividends paid and payable		( 60,000)	( 60,000)
	_______	_______	_______
Total investments by and distributions to owners	-	( 60,000)	( 60,000)

	_______	_______	_______
At 31 March 2022 and 1 April 2022	1,000	237,607	238,607

Profit for the year		190,597	190,597
	_______	_______	_______
Total comprehensive income for the year	-	190,597	190,597

	_______	_______	_______
At 31 March 2023	1,000	428,204	429,204
	_______	_______	_______

Showland Investments Limited

Notes to the financial statements

Year ended 31 March 2023

1. General information

The company is a private company limited by shares, registered in England & Wales. The address of the registered office is Kings Barn, 34 Thame Road, Warborough, Oxfordshire, OX10 7DA.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Fixed asset investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

4. Investments

	Other investments other than loans	Total
	£	£
Cost
At 1 April 2022 and 31 March 2023	230,362	230,362
	_______	_______
Impairment
At 1 April 2022 and 31 March 2023	-	-
	_______	_______
Carrying amount
At 31 March 2023	230,362	230,362
	_______	_______
At 31 March 2022	230,362	230,362
	_______	_______

The Company acts as General Partner to three Limited Partnerships which in turn hold individual commercial investment properties. In addition, the Company purchased some of the individual limited partner interests in those and another limited partnership and merged those interests with its own. The costs of those purchases are reported as Investments in the Accounts of the Company and the income derived is included within turnover.

5. Debtors

	2023	2022
	£	£
Other debtors	927,277	723,933
	_______	_______

6. Creditors: amounts falling due within one year

	2023	2022
	£	£
Corporation tax	45,869	11,448
Other creditors	250	10,250
	_______	_______
	46,119	21,698
	_______	_______

7. Creditors: amounts falling due after more than one year

	2023	2022
	£	£
Bank loans and overdrafts	682,316	693,990
	_______	_______

Acting in its capacity as General Partner of the Limited Partnerships and manager of two subsidiary companies, the Company entered into a composite Loan Agreement with a UK financing institution in respect of a £5,920,000 fixed term loan. The major part of this loan (95%) is at a fixed rate of interest whilst the balance is at a floating rate. A small proportion of the loan is redeemable over the term of the loan with the balance repayable on the fifth anniversary of the loan. All the properties owned by the individual limited partnerships and the associated companies are subject to a first charge as collateral for that loan which has been allocated between the various entities which in turn are each jointly and severally responsible for that liability.