The directors present the strategic report for the year ended 31 March 2021.
Despite a fall in turnover in the year, completions have increased from 201 9 , in real terms, the figures have increased as indicated by a rise in deferred income.
Despite the turbulent year with Brexit and COVID-19 , the developments produced have sold very well. The expansion into wider areas has seen an increased desire for investors to acquire a more nationwide portfolio and spread their risk.
There has also been an increased influx from overse as investors taking advantage of the weak pound sterling and thus making property investment in the United Kingdom an attractive proposition. With this in mind, the business is looking further a field to work in collaboration with overse as agents in countries such as Hong Kong and the Middle East to enable their clients to purchase the product the business will produce.
As evidenced on the balance sheet, the group maintains a strong liquidity position.
The results for the year and the financial position at the year end were considered satisfactory by the directors.
Management consider that the key risk for the company are the changes in the potential development law whereby permitted development conversions from B1 office space to C3 residential could be withdrawn in the near future thus making stock much harder to acquire.
Additionally, the costs of converting and developing is set to increase with the latest Grenfell reports being released whereby it is almost certain that buildings are going to be required to have much more stringent systems in place to tackle potential fire issues ultimately costing more to produce the typical product.
In anticipation of the above, the business will seek to acquire more land to build out of the ground and will limit the height these buildings will reach to ensure the fire risk is reduced and mitigating a number of requirements that will be introduced for tall buildings over 30 metres in height.
This year has been a challenging year with the impact COVID-19 has had on the business. Whilst sales have
remained strong, the nervousness from our larger clients has been highlighted by the pandemic and their pledge
to purchase in the future. They have confirmed they will be investing in the future with more caution as they have
lost large sums of monies in other asset investment classes.
With regards to the construction of the sites, obtaining materials for the development of our sites has been
challenging in particular the availability of plaster and plaster boards. This has obviously impacted and delayed
the delivery of our developments with a typical delay being experienced of 3 to 4 months across the portfolio.
Delays also have reduced projected profits.
Finally, the largest impact COVID-19 has had on the business has been in the area of our lettings business.
Arrears have drastically increased despite the introduction of furlough as a number of our tenants tend to work in
the sectors of hospitality and retail which has been hardest impacted by the pandemic. In addition, the inability to
perform face to face viewings and increased reluctance of prospective tenants to carry out such viewings is
taking a huge effect on this side of the business.
The business will continue to set KPI’s for each respective department to work within and review these on a monthly basis. Any area of the business not performing will be strengthened with personnel to ensure every aspect of the business runs as effectively and efficiently as possible.
The key area for the business to progress is delivering the product on time with a quality that is not improvised. Stringent JCT contracts are in place and monitored to ensure this is delivered.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2021.
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £650,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Royston Parkin Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
We have audited the financial statements of TIRTLR Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2021 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 Auditor's 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit :
the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements ; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport .
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' r esponsibilities s tatement, 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 is 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 parent company ' s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 an auditor's report 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 .
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report 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.
As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £759 (2020 - £3,995,571 profit).
TIRTLR Holdings Limited (“the company”) is a private limited company , domiciled and incorporated in England and Wales . The registered office is The Hart Shaw Building, Europa Link, Sheffield, S9 1XU. The business address is Samuel House, Fox Valley, Stocksbridge, Sheffield, S36 2AA.
The group consists of TIRTLR Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling , which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues : Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ : Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements ;
Section 33 ‘Related Party Disclosures’ : Compensation for key management personnel .
The consolidated financial statements incorporate those of TIRTLR Holdings Limited and all of its subsidiaries (ie entities that the g roup controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 March 2021 . Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. For revenue which is derived from properties sold as part of a development this is invariably when the property is signed off as habitable, not on legal completion, cash received on legal completion is recognised as deferred income. For revenue which is derived from the sale or resale of habitable properties, this is on legal completion.
Revenue for letting agent services is recognised as the agreed services are provided to landlords.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account .
I n the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss , are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors and loans from fellow group are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets .
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.
Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met . Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable . A grant received before the recognition criteria are satisfied is recognised as a liability.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Revenue from the sale of properties is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. As a result, revenue and the associated costs of sale are recognised at different points depending on the nature of the property being sold. The directors have assessed that the following judgements are the most significant to the financial statements:
For properties sold as part of a development, the risk and rewards are invariably transferred when the development is signed off by an independent third party as habitable. This can be after “completion” when the property is legally sold, in which case the revenue is included in deferred income.
For properties that are already habitable, including properties that were purchased by the group for resale, the risks and rewards of ownership pass on legal completion of the sale.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The group issue “rental guarantees” primarily, but not exclusively, on the sale of properties that it is developing. The rental guarantee is a contract entered into by a group company which guarantees a landlord/investor a net yield, usually in the range of 8-10% of the property price. Guarantees are not entered into for all properties sold in the year but are used to provide security of investment to key customers. The agreements usually pay out the guaranteed amount in full up to the point the property is habitable and then for a further 2 years from that date, topping up the rent and covering unforeseen costs and void periods as necessary to meet the contracted amount. The group does have some legacy guarantees that are lifetime guarantees. Most contracts include a three month termination notice period.
The directors are of the opinion that the substance of the contracts is most fairly represented by the accounting treatment used for a warranty provision. Therefore, on legal completion of a sale with a rental guarantee a provision is recognised for the future outflows expected to occur under the agreement. The provision required/recognised is heavily dependent on several factors including, expected date of habitability, expected occupancy rates, expected market rent, expected increase in other associated property costs and the discount rate used.
Provisions for contracts which, due to the increase in rental yields over time, are no longer expected to be loss making over the course of the next 12 months are not recognised as a liability. Contracts which are expected to be profit generating are not recognised as an asset.
The carrying amounts of these provisions can be found with further explanation in note 20 – Provisions for liabilities. Actual outcomes could vary significant from these estimates.
The company recognises the cost in relation to the guaranteed rent provisions as an exceptional item, see note 20 for further details.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2021 are as follows:
Renovations provision
The provision remaining at the yearend is the expected costs of renovating the 26 flats on a site sold in the 2019. As part of the sales agreement each of the 57 flats were to be renovated as and when they became vacant, the initial provision was for £228,00. Of the 57 flats, the renovation of 31 of them was completed in year. The remaining provision on the 26 flats has not been discounted as they are all expected to be completed within 12 months.
The brought forward provision from the year to 31 March 2020 also included the costs of renovating a property sale of a similar nature. The initial provision for this development was £425,144. This was fully complete in the year to March 2021 and therefore no provision remains in the balance sheet.
Guaranteed rent agreements
The group issue “rental guarantees” primarily, but not exclusively, on the sale of properties that it is developing. The rental guarantee is a contract entered into by a group company which guarantees a landlord/investor a net yield, usually in the range of 8-10% of the property price. Guarantees are not entered into for all properties sold in the year but are used to provide security of investment to key customers. The agreements usually pay out the guaranteed amount in full up to the point the property is habitable and then for a further 2 years from that date, topping up the rent and covering unforeseen costs and void periods as necessary to meet the contracted amount. The group does have some legacy guarantees that are lifetime guarantees. Most contracts include a three month termination notice period.
The directors are of the opinion that the substance of the contracts is most fairly represented by the accounting treatment used for a warranty provision. Therefore, on legal completion of a sale with a rental guarantee a provision is recognised for the future outflows expected to occur under the agreement. The provision required/recognised is heavily dependent on several factors including, expected date of habitability, expected occupancy rates, expected market rent, expected increase in other associated property costs and the discount rate used.
Provisions for contracts which, due to the increase in rental yields over time, are no longer expected to be loss making over the course of the next 12 months are not recognised as a liability. Contracts which are expected to be profit generating are not recognised as an asset.
Actual outcomes could vary significant from these estimates.
The above represents the directors best estimate of the timing of outflows which they expect to fall due. Included within amounts expected to fall due after 1 year is the directors best estimate of amounts covered by lifetime guarantees. These have been provided for over the timeframe in which the rental yield is expected to increase so as to cover the minimum guarantee and all associate costs and voids. Depending on the age of the individual agreements amongst other factors (listed above) the period ranged from 6 - 10 years. Where applicable a discount rate of 5% has been applied to amounts falling due after 1 year.
Due to the significant amounts involved and and the unpredictable nature of the estimates the directors have chosen to show the amounts charged to the profit and loss account each year as an exceptional item.
Deferred income represents deposits and amounts paid on legal completion of property sales on developments prior to the risk and rewards of ownership being transferred to the purchaser. Amounts which relate to sales completions are secured over the legal title of the property it relates to which is included in stock, amounts which relate to deposits are unsecured.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Key management personnel are the directors of the company. The aggregate remuneration can be found in no te 8 .
Included in other creditors is an interest free loan from the director of the company for £10,744 (2020 - £2,174). The loan is unsecured and is repayable upon demand.
Sales of £6,641 (2020 - £nil) were made to a company with a common director.
Purchases of £nil (2020 - £1,886,800) were made from a company with a common director.
Included in other debtors is a retention of £8,425 (2020 - £600,625) held by a company with a common director.
Included in other debtors is a balance of £28,211 (2020 - £28,211) due from a company with a common director.
During the current year, it was identified that the company sold properties in the year to 31 March 2019 & 31 March 2020 which included a condition that the company must renovate apartments as and when they are vacated by tenants. As a result the following prior year adjustment has been noted:
2019
Recognition of a provision as at 1 April 2019 of £228,000 with a corresponding reduction in the corporation tax charge and liability relating to that year of £46,000.
£115,627 of this provision was utilised in the year to 31 March 2020 with the remaining amount to be utilised in future years. Of the amount utilised £57,277 had been included in the profit and loss account of TIRTLR2 Limited. The other £58,350 utilised had been paid for by a fellow group company and was included in the fellow group company's profit and loss account.
2020
Recognition of a provision as at 1 April 2019 of £425,144 with a corresponding reduction in the corporation tax charge and liability relating to that year of £72,020. This provision was outstanding in full at 31 March 2020.
Following the reduction in the tax liability, the previously reported corporation tax creditor became a corporation tax debtor of £88,000.
During the current year, it was identified that the group had incorrectly included commissions payable and legal and professional fees associated with the sale of properties as current assets. Amounts were included in work in progress (£902,360) or prepayments (£576,598). As these costs did not meet the definition of an asset at the previous yearend these have been removed from current assets and included in distribution costs.
In the year to 31 March 2020 the group sold numerous developments between various group companies. As part of preparing the group financial statements to the same date, the consolidation adjustment needed to remove unrealised profit on intergroup transactions was not calculated correctly, this resulted in stock and profit being overstated by £2,262,009.
The tax impact of the above adjustments has also been included as a prior period adjustment.
As part of preparing the current year's financial statements additional prior year adjustments have also been made to enhance understandability, notably:
Deferred income on property development sales has been shown separately on the balance sheet, in the previous year it was included within accruals and deferred income in creditors due within 1 year.
Provisions in relation to guaranteed rent agreements have been included in provisions on the balance sheet, in the previous year it was included within accruals and deferred income in creditors due within 1 year.
The cost in relation to the movement in the provision mentioned above have now been included as an exceptional item, in the previous year it was included in cost of sales.
Selling costs, being sales commission and legal and professional fees are now included in distribution costs, in the previous year these were included in cost of sales.
There are no prior year adjustments that affect the parent company's reported results.