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Registered number: 04358773
AQUILA EHS LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 30 JULY 2023
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AQUILA EHS LIMITED
REGISTERED NUMBER: 04358773
BALANCE SHEET
AS AT 30 JULY 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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AQUILA EHS LIMITED
REGISTERED NUMBER: 04358773
BALANCE SHEET (CONTINUED)
AS AT 30 JULY 2023
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 11 form part of these financial statements.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
Aquila EHS Limited is a private company limited by shares and registered in England and Wales. Its registered office address is 6a High Street, Chelmsford, CM1 1BE.
The financial statements are presented in Sterling (£), rounded to the nearest £1.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Aquila House Holdings Limited as at 31 July 2023 and these financial statements may be obtained from Companies House.
In making the company’s going concern assessment, the directors have considered a number of factors in relation to it and the Group of which it is a member, including financial performance, continued access to borrowing facilities and the ability to continue to operate the group’s secured debt structure within its financial covenants.
The company and a number of its fellow subsidiary undertakings are parties to a loan agreement with Aviva that is due for repayment on 20 October 2024. The directors are in discussions with Aviva and they anticipate that the loan will either be extended on new terms or refinanced with another loan provider. Although this represents a material uncertainty, the directors are confident of a successful outcome and have prepared cash flow projections on this assumption using interest rates in line with current market rates. The projections indicate the Group will have sufficient liquidity for at least the next 12 months and it is for this reason the directors have adopted the going concern basis of accounting in the preparation of the financial statements.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
2.Accounting policies (continued)
Rental income receivable is recognised on a straight-line basis over the term of the lease. Directly attributable lease incentives are recognised within rental income on the same basis.
Contingent rents, being those lease payments that are not fixed at inception of a lease, for example, increases arising on rent reviews or rents linked to tenant revenues, are recorded as income in the periods in which they are earned. Rent reviews are recognised as income from the date of the rent review, based on management's estimates. Estimates are derived from knowledge of market rents for comparable properties determined on an individual property basis and updated for progress of negotiations.
Revenue also includes distributions from unlisted investments.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
2.Accounting policies (continued)
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in unlisted unit trusts, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet 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 balance sheet.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
2.Accounting policies (continued)
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Investment properties
The valuation of the company’s investment properties is inherently subjective due to, among other factors, the individual nature of each property, its location and the expected future rental revenues from that particular property. As a result, the valuations the company places on its investment property are subject to a degree of uncertainty and are made on the basis of assumptions which may not prove to be accurate, particularly in periods of volatility or low transaction flow in the property market.
The investment property valuation contains a number of assumptions upon which the directors or the external valuers have based their valuation of the company’s properties. The assumptions on which the property valuation reports have been based include, but are not limited to, matters such as the tenure and tenancy details for the properties and prevailing market yields.
If the assumptions upon which the directors or the external valuers have based their valuations prove to be inaccurate, this may have an impact on the value of the company’s investment properties, which could in turn have an effect on the company’s financial position and results.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
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The average monthly number of employees, including directors, during the year was 2 (2022 - 2).
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The Company owns 27,500,000 units (99.96%) in The Blackwater Unit Trust which in turn owns The Blackwater Trading Estate, Malden.
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Freehold investment property
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The 2023 valuations were made by Cushman & Wakefield, on an open market value for existing use basis.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Creditors: amounts falling due after more than one year
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Amounts owed to group undertakings
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
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Charged to profit or loss
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The deferred tax balance is made up as follows:
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Tax losses carried forward
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Unrealised gain on investment properties
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Allotted, called up and fully paid
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103 (2022 - 103) Ordinary shares of £1.00 each
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
Share premium account
The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses which are fully distributable. It also includes £16,763,866 (2022 - £31,143,301) of non-distributable reserves related to the revaluation of the company's investments and investment properties, net of deferred tax.
Aquila Finance Limited (the borrower) is a borrower under a facility agreement. Under the agreements, ABSL1 Limited, Aquila Open Space Limited, Eagle 456 Limited, Aquila EHS Limited, Aquila Chelmsford Limited, Aquila BTE1 Limited, Aquila BTE2 Limited, Aquila 1516 Limited, Aquila Real Estate Limited, Aquila House Property Limited, Aquila Developments Limited, Aquila Estates Limited, ABSL Holdings Limited and Aquila MB2 Limited, (the guarantors) are jointly and severally liable for the loan. The loan is secured on the shares and assets owned by the borrower and guarantors. A D Chambers and D Chambers are directors of the borrower and guarantors.
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Related party transactions
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The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
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The immediate parent undertaking is Aquila House Property Limited.
The ultimate parent and the parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Aquila House Holding Limited, whose registered office is at 6a High Street, Chelmsford, CM1 1BE. Copies of these group financial statements are available to the public from its registered office.
In the opinion of the directors the ultimate controlling party is A D Chambers.
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AQUILA EHS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2023
The auditors' report on the financial statements for the year ended 30 July 2023 was unqualified but was modified to include the following statement:
We draw attention to note 2.3 in the financial statements, which indicates that the accounts have been prepared on the going concern basis. The Directors have referred to the fact that the Group’s loan facility is due to be renewed within the next 12 months. Whilst the Directors are confident that the facility will either be extended on new terms or refinanced with another loan provider, this does represent a material uncertainty in connection with going concern. Our opinion is not modified in respect of this matter.
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. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included a review of financial projections and consideration of the likelihood that the loan facility will either be extended on new terms or refinanced with another loan provider.
The audit report was signed on 17 January 2024 by Christopher Taylor FCA (senior statutory auditor) on behalf of Adler Shine LLP.
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