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Financial Statements for the Year Ended 31 March 2022 |
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Tower Wharf Ltd |
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Financial Statements for the Year Ended 31 March 2022 |
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for |
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Tower Wharf Ltd |
Tower Wharf Ltd (Registered number: 09139412) |
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Contents of the Financial Statements |
for the Year Ended 31 March 2022 |
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Page |
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Company Information | 1 |
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Report of the Independent Auditors | 2 |
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Income Statement | 6 |
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Balance Sheet | 7 |
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Notes to the Financial Statements | 8 |
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Tower Wharf Ltd |
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Company Information |
for the Year Ended 31 March 2022 |
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DIRECTOR: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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New Century House |
Greenbank Technology Park |
Challenge Way |
Blackburn |
Lancashire |
BB1 5QB |
Report of the Independent Auditors to the Members of |
Tower Wharf Ltd |
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Although the company is only required to file a Balance Sheet, requires the accompanying Report of the Auditors to be a copy of our report to the members on the company's full Financial Statements and Report of the Director. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Director, referred to in the copy of our Report of the Auditors, are not required to be filed with the Registrar of Companies. |
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Opinion |
We have audited the financial statements of Tower Wharf Ltd (the 'company') for the year ended 31 March 2022 which comprise the Income Statement, Balance Sheet and 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). |
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In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 March 2022 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. |
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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. |
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Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
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Based on the work we have performed, we have highlighted concerns 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. |
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Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
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Material uncertainty related to going concern |
We draw attention to accounting policy note regarding Going Concern in the financial statements, which indicates that the company incurred a net loss of £3,461,389 during the year ended 31 March 2022 and, as of that date, the company's current liabilities exceeded its total assets by £1,914,670. As stated in note, these events or conditions, along with other matters as set forth in the going concern accounting policy note, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. |
Report of the Independent Auditors to the Members of |
Tower Wharf Ltd |
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Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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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. |
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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. |
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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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
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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 Report of the Director. |
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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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
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Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on pages two and three, the director is 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 director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
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In preparing the financial statements, the director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Tower Wharf Ltd |
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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. |
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The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
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Identifying and assessing potential risks related to irregularities |
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In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following: |
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· the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; |
· results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
· any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to: |
· identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; |
· detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
· the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
· the matters discussed among the audit engagement team including significant component audit teams and involving relevant specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
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As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Company's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. |
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We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation. |
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Audit response to risks identified |
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Our procedures to respond to risks identified included the following: |
· reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
· enquiring of management concerning actual and potential litigation and claims; |
· performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
· reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and |
Report of the Independent Auditors to the Members of |
Tower Wharf Ltd |
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· in addressing the identified risks of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
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Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. 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 and cannot be expected to detect non-compliance with all laws and regulations. |
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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. |
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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. |
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for and on behalf of
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New Century House |
Greenbank Technology Park |
Challenge Way |
Blackburn |
Lancashire |
BB1 5QB |
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Tower Wharf Ltd (Registered number: 09139412) |
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Income Statement |
for the Year Ended 31 March 2022 |
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31.3.22 | 31.3.21 |
Notes | £ | £ |
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TURNOVER |
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Administrative expenses | ( |
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(3,369,745 | ) | 980,000 |
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Other operating income |
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OPERATING (LOSS)/PROFIT | ( |
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Interest payable and similar expenses | ( |
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(LOSS)/PROFIT BEFORE TAXATION | ( |
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Tax on (loss)/profit | 5 |
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(LOSS)/PROFIT FOR THE FINANCIAL
YEAR |
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Tower Wharf Ltd (Registered number: 09139412) |
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Balance Sheet |
31 March 2022 |
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31.3.22 | 31.3.21 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 6 |
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CURRENT ASSETS |
Debtors | 7 |
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Cash in hand |
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CREDITORS |
Amounts falling due within one year | 8 | ( |
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NET CURRENT LIABILITIES | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CREDITORS |
Amounts falling due after more than one year | 9 |
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ACCRUALS AND DEFERRED INCOME | 11 | ( |
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NET (LIABILITIES)/ASSETS | ( |
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CAPITAL AND RESERVES |
Called up share capital |
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Retained earnings | 12 | ( |
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SHAREHOLDERS' FUNDS | ( |
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The financial statements were approved by the director and authorised for issue on
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Tower Wharf Ltd (Registered number: 09139412) |
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Notes to the Financial Statements |
for the Year Ended 31 March 2022 |
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1. | STATUTORY INFORMATION |
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Tower Wharf Ltd is a
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of 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. |
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In these financial statements the company is considered to be a small entity and has applied the exemptions available under section 1A in respect of the following disclosures; |
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- cash flow statements and related notes, |
- statement of changes in equity, |
- key management personnel compensation. |
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The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. |
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Rental income |
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. |
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Tangible fixed assets |
The fixed assets comprise of freehold land and buildings. The company carries out an an annual impairment review to compare the values stated at cost against fair value. |
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Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company 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. |
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Basic financial assets |
Basic financial assets, which include 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 transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
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Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
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Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans and amounts due to fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Tower Wharf Ltd (Registered number: 09139412) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2022 |
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2. | ACCOUNTING POLICIES - continued |
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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. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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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. |
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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. |
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Government grants |
Government grants relating to investment assets are treated as deferred income and released to the profit and loss account over the expected life of the assets. |
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Going concern |
At the time of approving the financial statements, the director recognise that the company had incurred a loss for the year ended 31 March 2022 of £3,461,389 as a result of the write down of investment properties and, as of that date, the current liabilities exceeded its total assets by £1,914,670. Furthermore, a group company which was the tenant and paying rent covering the bank loan had significant liquidity issues following a cyber-attack in March 2022. |
The group company has since refinanced debts, primarily a new invoice discounting facility and agreed time to pay arrangements with HMRC. The company is now managing day to day cashflow carefully but there is still significant concern which is being addressed by overhead reductions and wherever possible improvement in sales margin by either increasing selling price or better cost control. |
Accordingly, the director, continues to adopt the going concern basis of accounting in preparation of the financial statements. |
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Equity instruments |
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was NIL (2021 - NIL). |
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4. | EXCEPTIONAL ITEMS |
31.3.22 | 31.3.21 |
£ | £ |
Exceptional items | (4,349,745 | ) | - |
Tower Wharf Ltd (Registered number: 09139412) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2022 |
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The after effects of the pandemic has had a major effect on the valuation of office space. The effects of lockdown and working from home rules has had a caused a major uncertainty in the requirement and future need for commercial offices. This has caused professional property valuers to reduce the valuations of properties from the valuations pre-pandemic. The director had the properties professional valued in April of 2022. Based on a range of valuations the directors have cautiously valued the property portfolio at £6.1m and has a result the profit and loss account has been charged with £4,349,745 which the director considers to be an exceptional item caused by the worldwide pandemic. |
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5. | TAXATION |
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Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
31.3.22 | 31.3.21 |
£ | £ |
Current tax: |
UK corporation tax |
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Tax on (loss)/profit |
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UK corporation tax has been charged at 19% . |
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Tax payable based on taxable profits for the year amounted £157,927, However, the company has claimed and received group loss relief which has reduced the tax payable to nil. |
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6. | TANGIBLE FIXED ASSETS |
Land and |
buildings |
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COST OR VALUATION |
At 1 April 2021 |
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Revaluations | ( |
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At 31 March 2022 |
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NET BOOK VALUE |
At 31 March 2022 |
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At 31 March 2021 |
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The company has carried out an impairment review of the assets and in the opinion of the directors the assets are fairly stated. |
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The property portfolio consisting of the freehold properties of Kingsgate, Queensgate and Argyle Street all based in Birkenhead where valued by profession advisers in 2022. The after effect of the recent pandemic in 2020-2021 have had a significant effect on commercial office spsce and the market is still in a state of flux. Accordingly the directors have adopted a conservative valuation based on the valuation obtained. This has resulted in a reduction in carrying value of the property portfolio down from a value of £10,449,745 to £6,100,000. |
Tower Wharf Ltd (Registered number: 09139412) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2022 |
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7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.22 | 31.3.21 |
£ | £ |
Trade debtors |
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8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.22 | 31.3.21 |
£ | £ |
Bank loans and overdrafts |
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Amounts owed to group undertakings |
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Taxation and social security |
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Other creditors |
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
31.3.22 | 31.3.21 |
£ | £ |
Bank loans |
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Amounts falling due in more than five years: |
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Repayable by instalments |
Bank loans more 5 yr by instal | - | 4,720,241 |
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10. | SECURED DEBTS |
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The following secured debts are included within creditors: |
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31.3.22 | 31.3.21 |
£ | £ |
Bank loans |
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Bank loan |
The bank loan amounting to £6,114,105 is secured by a fixed and floating charge over all of the property assets owned by the company. The term of the loan is 5 years from 23 March 2017 and is repayable by quarterly instalments of £73,913 commencing on the 23 June 2019. Interest is charged at a margin of 2.2% above LIBOR. |
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11. | ACCRUALS AND DEFERRED INCOME |
31.3.22 | 31.3.21 |
£ | £ |
Accruals and deferred income | 961,243 | 1,018,408 |
Tower Wharf Ltd (Registered number: 09139412) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 March 2022 |
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12. | RESERVES |
Retained |
earnings |
£ |
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At 1 April 2021 |
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Deficit for the year | ( |
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Dividends | ( |
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At 31 March 2022 | ( |
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The company paid dividends in April 2021 amounting to £330,000 at that point in time the reserves of the company amounted to £1,876,619 which was more than sufficient to pay the dividend. I was only after the updated valuation was reviewed in 2022 that the reserves became negative. |
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13. | CONTINGENT LIABILITIES |
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The company is party to a cross guarantee on any borrowings made by Barclays Bank PLC to any fellow group companies. At the balance sheet date there was a potential contingent liability in respect of a borrowings by a fellow group amounting to £nil (2020: £nil). |
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14. | ULTIMATE CONTROLLING PARTY |
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The ultimate controlling party is
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The Contact Specialists Limited is regarded by the directors as being the company's ultimate parent company. |
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The largest and smallest group in which the results of the Company are consolidated is that headed by The Contact Specialists Limited, incorporated in the UK. No other group financial statements include the results of the Company. |
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The consolidated financial statements of this group are available to the public and may be obtained from the Company's Registered Office. |
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15. | LEASE INCOME |
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Non-cancellable operating |
leases |
31.3.21 | 31.3.20 |
£ | £ |
Within one year | 980,000 | 980,000 |
Between one and five years | 3,920,000 | 3,920,000 |
In more than five years | - | 980,000 |
4,900,000 | 5,880,000 |
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