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Secured Property Developments PLC- 2022 Accounts.pdf
REGISTERED NUMBER:
02055395 (England and Wales)
Group Strategic Report, Report of the Directors
and
Consolidated Financial Statements for the Year Ended 31st December
2022
for
Secured Property
Developments Plc
Secured Property
Developments
Plc
Contents of the
Consolidated Financial
Statements
for the Year Ended
31st December 2022
Page
|
Report of the
Directors |
6 |
|
Report of the Independent
Auditors |
7 |
|
Consolidated Statement of
Comprehensive Income |
11 |
|
Consolidated Statement of
Financial Position |
12 |
|
Company Statement of
Financial Position |
13 |
|
Consolidated Statement of
Changes in Equity |
14 |
|
Company Statement of
Changes in Equity |
15 |
|
Consolidated Cash Flow
Statement |
16 |
|
Notes to the Consolidated
Financial Statements |
17 |
|
|
|
|
|
|
|
|
|
|
|
|
Secured Property
Developments
Plc
Company
Information
for the Year Ended
31st December 2022
DIRECTORS:
R E
France
R A Shane
|
|
SECRETARY: |
RT Secretarial Services
Limited |
REGISTERED
OFFICE:
Unit 6
42 Orchard Road
London
N6 5TR
REGISTERED
NUMBER:
02055395 (England and Wales)
AUDITORS:
Edwards Veeder (UK)
Limited
Chartered Accountants & Business
Advisors
Ground Floor
4 Broadgate
Broadway Business
Park
Chadderton
Greater
Manchester
OL9 9XA
|
|
SHARE
DEALING: |
The Company’s Ordinary
shares are quoted on the |
AQSE growth market and persons can buy or sell
shares
Through their
stockbroker.
|
|
REGISTRARS: |
Avenir Registrars
Ltd |
5 St. John's Lane
London
EC1M 4BH
ylva.baeckstrom@avenir-registrars.co.uk
www.avenir-registrars.co.uk
Telephone 020 7692
5500
|
|
SHARE
PRICE: |
The middle market price of
the Ordinary shares was
quoted |
At 31 December 2022 on the AQSE growth market at
18.50 pence per share (2021:
18.50 pence
per
share)
Notice of
meeting
NOTICE IS HEREBY GIVEN that the thirtieth
Annual General Meeting of Secured Property Developments plc will be
held at The Small Mall Room, The Royal Automobile Club, 89 Pall
Mall, London, SW1Y 5HS on
Thursday 6th July 2023 at 11am for the following
purposes:
-
To receive and adopt the financial statement for
the year ended 31 December 2022
together with the reports of the Directors and the Auditor
thereon.
-
To re-elect R.A. Shane as a director (retired by
rotation)
-
To authorise, by special resolution in accordance
with s701 of the Companies Act 2006, the Board to purchase up to 5%
of the Company’s own shares in the open market at a minimum price
of 10p per share and a maximum price of 60p per share, such powers
to expire at the AGM to be held in 2024, or on 6th
July 2023 if
earlier.
-
To appoint as
Auditor Edwards Veeder (UK)
Limited
-
and to authorise the Directors to agree their
remuneration, such powers to expire at the AGM held in
2024
By order of the board
|
RT Secretarial Services
LimitedSecretary |
Date:
7th June
2023 |
|
|
Notes:
-
Enclosed with these accounts is a letter
concerning the supply of documents and information by e-mail.
Please read this letter and, if you would like to receive documents
and information in this way, please complete and return the
enclosed
form.
-
A member entitled to attend and vote at this
meeting is entitled to appoint a proxy to attend and vote in his
stead. A proxy need not be a member of the Company. Proxy forms
must be lodged at the Registered Office not later than forty-eight
hours before the time fixed for the
meeting.
-
We would draw the attention of members
proposing to attend the meeting to the RAC Club dress code, which
requires men to wear a tailored jacket and trousers, collared shirt
and tie at all times and women to dress with commensurate
formality.
SECURED PROPERTY
DEVELOPMENTS
PLC
Unit 6, Orchard Mews, 42
Orchard Road
Highgate,London N6
5TR
Tel: 020 8446 6306
Fax: 020 8446
8975
Chairman’s Statement Year
End 31st December
2022
The war in Ukraine continues and the subsequent increases
in energy and food prices and the emergence of other global
tensions caused capital markets to review interest rates and
reassess how credit risk is
priced.
In the United Kingdom the political and economic
uncertainty in the autumn resulted in interest rates increasing and
yields available on property investments to shift. It has not been
an easy time for business which needs political stability and the
security of the availability of credit to enable a recovery from
the Coronavirus pandemic.
The Board has continued to
reduce overheads and as a result the company is in a good financial
position.
R.A.Shane
Chairman
Forward-looking
statements
This document contains
certain forward-looking statements about the future outlook of
Secured Property Developments plc . By their nature, any statements
about future outlook involve risk and uncertainty because they
relate to events and depend on circumstances that may or may not
occur in the future. Actual results performance or outcomes may
differ materially from any results, performance or outcomes
expressed or implied by such forward-looking
statements.
No representation or
warranty is given in relation to any forward-looking statements
made by Secured Property Developments plc, including as to their
completeness or accuracy. Secured Property Developments plc does
not undertake to update any forward-looking statements whether as a
result of new information, future events or otherwise. Nothing in
this announcement should be construed as a profit
forecast.
Company No.
2055395
Registered office: as
above
Secured Property
Developments Plc
Group Strategic
Report
For the Year Ended
31st December 2022
Business
Model
At Secured Property
Developments, we focus on looking for new acquisitions where we
can, by development, increase value and thereby create value for
shareholders.
We create value
by:
Acquiring
properties
- We seek to acquire
properties and unlock value. We are interested in developing and
converting properties for use by members of the public who due to
age or medical conditions require accommodation adapted for their
daily living needs.
Optimise
Income
- Optimising income by
development and carrying out improvements and good estate
management.
- Employ our knowledge of
occupiers' needs to let to high quality tenants from a wide range
of businesses and to minimise the level of voids in our
portfolio.
Recycle
Capital
- Identify properties for
disposal where value has been optimised and dispose of those which
do not fit the Group's long-term
plans.
Maintain robust and
flexible
financing
- Negotiate flexible
financing and retain a healthy level of interest cover and
gearing.
PRINCIPAL RISKS AND
UNCERTAINTIES
The main risks arising
from the Group's financial instruments are interest rate risk and
liquidity risk. The Board reviews and agrees policies for managing
each of these risks and they are summarised
below.
Interest rate
risk
The Group has no exposure
at the present time to interest rate risk however the Group's
policy is to borrow at lowest rates for periods that do not carry
excessive time
premiums.
Liquidity
risk
As regards liquidity, the
Group's policy has throughout the year been to ensure that the
group is able at all times to meet its financial commitments as and
when they fall due.
Directors’ statement of
compliance with duty to promote the success of the
Group
The Directors are aware of
their responsibilities to promote the success of the Group in
accordance with s172 of the Companies Act 2006. When making
decisions, Directors have regard to the interests of stakeholders
as well as the need to act prudently and have regard to the long
term consequences of their decisions given the financial facilities
available to the
Group.
The Directors seek to
fulfil their responsibilities by maintaining their reputation for
high standards of business conduct and for meeting their financial
obligations when they fall
due.
Energy
Performance
The Group energy
consumption is less than 40,000 kWh and for this reason energy
disclosure details are not
provided.
ON BEHALF OF THE
BOARD:
......................................................................
R A Shane -
Director
Date:
Secured Property
Developments Plc
Report of the
Directors
For the Year Ended
31st December 2022
The directors present
their report with the financial statements of the company and the
group for the year ended
31st December 2022.
PRINCIPAL
ACTIVITY
The principal activity of
the group in the year under review was that of the principal
activity of Secured Property Development Plc which is investment in
commercial and residential property. The group comprises the
holding company, a finance company and a second property
company.
REVIEW OF
BUSINESS
The results for the year
are set out on page 12 of these consolidated financial
statements.
The Group's investment
properties have all been sold, and all borrowings have been repaid.
A review of the business is included in the Chairman's Statement
set out on page 3.
DIRECTORS
The directors shown below
have held office during the whole of the period from
1st January 2022 to the date of this
report.
|
Director |
|
Company |
|
Class |
Interest
at
31 December
2022Number |
|
Interest
at
31 December
2021Number |
|
R
France |
|
SPD
plc* |
|
Ordinary
shares |
88,888 |
|
88,888 |
|
R
Shane |
|
SPD
plc* |
|
Ordinary
shares |
565,252 |
|
565,252 |
|
|
|
|
|
Deferred
shares |
154,666 |
|
154,666 |
*SPD plc is used above as
an abbreviation for Secured Property Developments
plc.
According to the register
of director’s interest, no rights to subscribe for shares in or
debentures of the Company or any other group company was granted to
any of the directors or their immediate families, or exercised by
them, during the financial
year.
Substantial shareholding
of ordinary shares of 20p each as at 31
December 2022:
|
Director |
|
Company |
|
R
France |
|
4.51% |
|
G
Green |
|
4.57% |
|
R
Shane |
|
29.15% |
PROPOSED DIVIDEND AND
TRANSFER TO
RESERVES
The directors do not
recommend the payment of a dividend (2021:
£nil).
The loss for the year
retained in the group is £16,760 (2021:
£41,380).
EVENTS SINCE THE END OF
THE YEAR
There have been no
significant events since the year
end.
Secured Property
Developments Plc
Report of the
Directors
For the Year Ended
31st December 2022
FINANCIAL
INSTRUMENTS
Details of the group
financial risk management objectives and policies are included in
the notes to the financial
statements.
FUTURE
DEVELOPMENTS
Following the sale of the
last of the investment properties and repayment of loans the
Directors are now able to actively consider investment and
development opportunities that
arise.
STATEMENT OF DIRECTORS'
RESPONSIBILITIES
The directors are
responsible for preparing the Report of the Directors and the
financial statements in accordance with applicable law and
regulations.
Company law requires the
directors to prepare financial statements for each financial
year. Under that law the directors have elected to prepare
the financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law). Under company law the directors must
not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
company and the group and of the profit or loss of the group for
that period. In preparing these financial statements, the
directors are required
to:
- select suitable
accounting policies and then apply them
consistently;
- make judgements and
accounting estimates that are reasonable and
prudent;
- ensure applicable UK
accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
and
- prepare the financial
statements on the going concern basis unless it is inappropriate to
presume that the group will continue in
business.
The directors are
responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's and the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them to
ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
STATEMENT AS TO DISCLOSURE
OF INFORMATION TO
AUDITORS
So far as the directors
are aware, there is no relevant audit information (as defined by
Section 418 of the Companies Act 2006) of which the group's
auditors are unaware, and each director has taken all the steps
that he ought to have taken as a director in order to make himself
aware of any relevant audit information and to establish that the
group's auditors are aware of that
information.
AUDITORS
During the year Lubbock
Fine LLP resigned as auditors and Edwards Veeder (UK) Limited were
appointed and will be proposed for re-appointment at the
forthcoming Annual General
Meeting.
ON BEHALF OF THE
BOARD:
......................................................................
R A Shane -
Director
Date:
Secured Property Developments
Plc
Independent Audit Report
to the Members of Secured Property Developments
PLC
For the Year Ended
31 December
2022
OPINION
We have audited the
consolidated financial statements of Secured Property Developments
Plc (the 'parent Company') and its subsidiaries (the 'Group') for
the year ended 31 December 2022,
which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Company Statements of
Financial Position, the Consolidated and Company Statements of
Changes in Equity, the Consolidated Cash Flow Statements and the
notes to the financial statements, including a summary of
significant accounting policies.. The financial reporting framework
that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards, including Financial Reporting
Standard 102 ‘The Financial Reporting Standard applicable in the UK
and Republic of Ireland' (United
Kingdom Generally Accepted Accounting
Practice).
In our opinion the
consolidated financial
statements:
•
give a true and fair view of the state of the Group's and of the
parent Company's affairs as at 31 December
2022 and of the Group's loss for the year then
ended;
•
have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice;
and
•
have been prepared in accordance with the requirements of the
Companies Act 2006.
BASIS FOR
OPINION
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities
for the audit of the financial statements section of our report. We
are independent of the Group and Company in accordance with the
ethical requirements that are relevant to our audit of the
consolidated financial statements in the United Kingdom, including the Financial
Reporting Council's Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
CONCLUSIONS RELATING TO
GOING
CONCERN
In auditing the financial
statements, we have concluded that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is
appropriate.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability
to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for
issue.
Our responsibilities and
the responsibilities of the directors with respect to going concern
are described in the relevant sections of this
report.
Our approach to the
audit
As part of designing our
audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In
particular, we looked at where the directors made subjective
judgements, for example in respect of significant accounting
estimates that involved making assumptions and considering future
events that are inherently
uncertain.
We tailored the scope of
our audit to ensure that we performed sufficient work to be able to
give an opinion on the financial statements as a whole, taking into
account an understanding of the structure of the group and company,
its activities, the accounting processes and controls, and the
industry in which they operate. Our planned audit testing was
directed accordingly and was focused on areas where we assessed
there to be the highest risk of material misstatement. During the
audit, we reassessed and re-evaluated audit risks and tailored our
approach accordingly.
The audit testing included
substantive testing on significant transactions, balances and
disclosures, the extent of which was based on various factors such
as our overall assessment of the control environment, the
effectiveness of controls and management of specific
risk.
We communicated with those
charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant findings, including
any significant deficiencies in internal control that we identify
during the audit.
Secured Property
Developments
Plc
Independent Audit Report
to the Members of Secured Property Developments PLC -
continued
For the Year Ended
31 December
2022
|
Key audit
matter |
How our audit addressed
the key audit
matter |
Verification of bank
balance
At the balance sheet date,
the balance per the bank was significantly
material.There
is a risk that this figure is not accurate or that the balance does
not
exist. |
Our procedures in relation
to the verification of the bank balance
included:
-
Agreeing the balance to
the bank statements at the balance sheet
date.
-
Confirming the balance to
bank confirmation
letter.
-
Confirming that there were
no changes in active bank accounts from the previous
year.
-
Review of accounting
records to identify any possible omitted bank
accounts
|
Our application of
materiality
The scope and focus of our
audit was influenced by our assessment and application of
materiality. We apply the concept of materiality both in planning
and performing our audit, and in evaluating the effect of
misstatements on our audit and on the consolidated financial
statements.
We define financial
statements materiality as the magnitude by which misstatements,
including omissions, could influence the economic decisions taken
on the basis of the consolidated financial statements by reasonable
users.
We also determine a level
of performance materiality, which we use to determine the extent of
testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the consolidated financial
statements as a
whole.
•
Overall materiality - We determine materiality
for the consolidated financial statements as a whole to be £18,450.
This was based on the key performance indicator, being 5% of net
assets. We believe net asset values are the most appropriate bench
mark due to the minimal income statement activity during the year
and existence of key balance sheet
items.
•
Performance materiality - On the basis of our risk
assessment, together with our assessment of the company’s control
environment, our judgement is that performance materiality for the
consolidated financial statements should be 75% of materiality,
amounting to
£13,875.
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.
Opinion 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 Group Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the consolidated
financial statements;
and
•
the Group Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal
requirements.
Matters on which we are
required to report by
exception
In the light of the
knowledge and understanding of the Group and the parent Company and
its environment obtained in the course of the audit, we have not
identified material misstatements in the Group Strategic Report or
the Directors'
Report.
Secured Property
Developments
Plc
Independent Audit Report
to the Members of Secured Property Developments PLC -
continued
For the Year Ended
31 December
2022
We have nothing to report
in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our
opinion:
•
adequate accounting records have not been kept by the Group, or
returns adequate for our audit have not been received from branches
not visited by us; or
•
the Group consolidated financial statements are not in agreement
with the accounting records and returns;
or
•
certain disclosures of directors' remuneration specified by law are
not made; or
•
we have not received all the information and explanations we
require for our
audit.
Responsibilities of
directors
As explained more fully in
the Directors' Responsibilities Statement on page 6, the directors
are responsible for the preparation of the consolidated 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 consolidated financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the
consolidated financial statements, the directors are responsible
for assessing the Group and 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 Group or the
parent Company or to cease operations, or have no realistic
alternative but to do
so.
Auditors’ responsibilities
for the audit of the consolidated financial
statements
Our objectives are to
obtain reasonable assurance about whether the group 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 group
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:
In identifying and
assessing risks of material misstatement in respect of
irregularities, including fraud and noncompliance with laws and
regulations, we considered the
following:
•
Enquires of management,
including obtaining and reviewing supporting documentation,
concerning the company's policies and procedures relating
to:
o
Identifying, evaluating and complying with laws and regulations and
whether they were aware of any instances of
non-compliance
o
detecting and responding to the risks of fraud and whether they
have knowledge of any actual, suspected or alleged fraud;
and
o
the internal controls established to mitigate risks related to
fraud or non-compliance of laws and regulations;
and
•
Discussions among the engagement team regarding how and where fraud
might occur in the financial statements and any potential
indicators of fraud.
We also obtained an
understanding of the legal and regulatory framework that the
company operates in, focusing on provisions of those laws and
regulations that had 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 the UK
Companies Act, Aquis Stock Exchange Growth Market rules and FRS
102.
In addition, we considered
provisions of other laws and regulations that do not have a direct
effect on the financial statements but compliance with which may be
fundamental to the group's ability to operate or to avoid a
material penalty. These included health and safety regulations and
environmental
regulations.
As a result of these
procedures, we considered the particular areas that were
susceptible to misstatement due to fraud were in respect of Cash at
bank, revenue recognition and management
override.
Our procedures to respond
to risks identified included the
following:
•
reviewed accounting records and bank statements to ensure revenue
is materially
complete;
•
reviewed bank transactions considered large or unusual, given our
knowledge of the group’s
activities;
•
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 consolidated 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;
Secured Property
Developments
Plc
Independent Audit Report
to the Members of Secured Property Developments PLC -
continued
For the Year Ended
31 December
2022
•
in addressing the risk 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 rationale of any significant transactions that are
unusual or outside the normal course of the group’s
operations.
Because of the inherent
limitations of an audit, there is a risk that we will not detect
all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law
or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become
aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than
error, as fraud involves intentional concealment, forgery,
collusion, omission or
misrepresentation.
A further description of
our responsibilities for the audit of the consolidated financial
statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our Auditors'
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 Auditors' 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.
Lee Lederberg (Senior Statutory
Auditor)
for and on behalf
of
Edwards Veeder (UK)
Limited
Chartered Accountants
& Business
Advisors
Ground
Floor
4
Broadgate
Broadway Business
Park
Chadderton
Greater
Manchester
OL9
9XA
Date:
Secured Property
Developments
Plc
Consolidated Statement of
Comprehensive Income
for the Year Ended
31st December 2022
2022
2021
Notes
£
£
TURNOVER
- -
Administrative
expenses
(17,514)
(41,423)
OPERATING
LOSS
4
(17,514)
(43,423)
|
Interest receivable and
similar income |
754 |
43 |
|
|
|
|
|
|
|
LOSS BEFORE
TAXATION |
(16,760) |
(41,380) |
|
|
|
|
|
|
|
|
Tax on
loss
5
-
-
|
|
|
|
|
|
|
LOSS FOR THE FINANCIAL
YEAR |
(16,760) |
(41,380) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable
to:
Owners of the
parent
(16,760)
(41,380)
Earnings per share
expressed
in pence per
share:
7
Basic
(0.85)
(2.10)
Diluted
(0.85)
(2.10)
The company has no
recognised gains or losses other than those disclosed in the Income
Statement above. Consequently, no Statement of Other Comprehensive
Income is
presented.
The notes form part of
these financial
statements
Secured Property
Developments Plc (Registered number:
02055395)
Consolidated Statement of
Financial Position
for the Year Ended
31st December 2022
2022
2021
Notes
£
£
CURRENT
ASSETS
Debtors
9
7,864
5,813
Cash at
bank
10
383,465
430,120
391,329
435,933
CREDITORS
|
Amounts falling due within
one year |
11 |
(22,366) |
(50,210) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CURRENT
ASSETS
368,963
385,723
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT
LIABILITIES |
368,963 |
385,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL AND
RESERVES
Called up share
capital
12
418,861
418,861
Share
premium
3,473
3,473
Retained
earnings
(53,371)
(36,611)
SHAREHOLDERS'
FUNDS
368,963
385,723
The financial statements
were approved by the Board of Directors and authorised for issue on
__
__ and were signed on its behalf
by:
......................................................................
R E France -
Director
......................................................................
R A Shane -
Director
The notes form part of
these financial
statements
Secured Property
Developments Plc (Registered number:
02055395)
Company Statement of
Financial Position
for the Year Ended
31st December 2022
2022
2021
Notes
£
£
FIXED
ASSETS
Investments
8
4
4
CURRENT
ASSETS
Debtors
9
7,806
5,755
Cash at
bank
10
369,518
416,143
377,324
421,898
CREDITORS
|
Amounts falling due within
one year |
11 |
(19,487) |
(288,508) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CURRENT
ASSETS
357,837
133,390
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT
LIABILITIES |
357,841 |
133,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL AND
RESERVES
Called up share
capital
12
418,861
418,861
Share
premium
3,473
3,473
Retained
earnings
(64,493)
(288,940)
SHAREHOLDERS'
FUNDS
357,841
133,394
The financial statements
were approved by the Board of Directors and authorised for issue on
__
__
and were signed on its behalf
by:
......................................................................
R E France -
Director
......................................................................
R A Shane -
Director
The notes form part of
these financial
statements
Secured Property
Developments
Plc
Consolidated Statement of
Changes in Equity
for the Year Ended
31st December 2022
Called
up
share
Retained
Share
Total
capital
earnings
premium
equity
£
£
£
£
Balance at
1st January 2021
418,861
4,769
3,473
427,103
Changes in
equity
Total comprehensive
income
-
(41,380)
-
(41,380)
Balance at
31st December 2021
418,861
(36,611)
3,473
385,723
Changes in
equity
Total comprehensive
income
-
(16,760)
-
(16,760)
Balance at
31st December 2022
418,861
(53,371)
3,473
368,963
The notes form part of
these financial
statements
Secured Property
Developments
Plc
Company Statement of
Changes in Equity
for the Year Ended
31st December 2022
Called
up
share
Retained
Share
Total
capital
earnings
premium
equity
£
£
£
£
Balance at
1st January 2021
418,861
(247,710)
3,473
174,624
Changes in
equity
Total comprehensive
income
-
(41,230)
-
(41,230)
Balance at
31st December 2021
418,861
(288,940)
3,473
133,394
Changes in
equity
Total comprehensive
income
-
224,447
-
224,447
Balance at
31st December 2022
418,861
(64,493)
3,473
357,841
The notes form part of
these financial
statements
Secured Property
Developments
Plc
Consolidated Cash Flow
Statement
for the Year Ended
31st December 2022
2022
2021
£
£
Cash flows from operating
activities
Loss for the financial
year
(16,760)
(41,380)
Interest
received
(754)
(43)
Increase in
debtors
(2,051)
(443)
(Decrease)/increase in
creditors
(27,844)
444
Net cash from operating
activities
(47,409)
(41,422)
Cash flows from investing
activities
Interest
received
754
43
Net cash from investing
activities
754
43
|
|
|
|
|
|
|
Decrease in cash and cash
equivalents |
(46,655) |
(41,379) |
|
Cash and cash equivalents
at beginning of
year |
|
430,120 |
471,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of year |
|
383,465 |
430,120 |
|
|
|
|
|
|
|
|
|
The notes form part of
these financial
statements
Secured Property
Developments
Plc
Notes to the Consolidated
Financial Statements
for the Year Ended
31st December 2022
1.
STATUTORY
INFORMATION
Secured Property
Developments plc (the "Company") is a public company limited by
shares, registered in England and
Wales. The Company’s registered
number and registered office address can be found in the company
information on page 1 of these financial
statements.
These Group and parent
company financial statements were prepared in accordance with
Financial Reporting Standard 102 The Financial Reporting Standard
applicable in UK and Republic of
Ireland ("FRS 102"). The presentation currency of these
financial statements is sterling. All amounts in the financial
statements have been rounded to the nearest
£1.
2.
ACCOUNTING
POLICIES
Basis of preparing the financial
statements
These financial statements
have been prepared in accordance with Financial Reporting Standard
102 "The Financial Reporting Standard applicable in the UK and
Republic of Ireland" and the
Companies Act 2006. The financial statements have been prepared
under the historical cost
convention.
Turnover
Turnover, where
receivable, comprises revenue recognised by the Group in respect of
services supplied during the year and is measured at the fair value
of the consideration received or receivable, excluding discounts,
rebates, value added tax and other sales
taxes.
Basis of
consolidation
The consolidated financial
statements include the financial statements of the Company and its
subsidiary undertakings made up to 31
December 2022. A subsidiary is an entity that is controlled
by the parent. The results of subsidiary undertakings are
included in the consolidated profit and loss account from the date
that control commences until the date that control ceases. Control
is established when the Company has the power to govern the
operating and financial policies of an entity so as to obtain
benefits from its activities. In assessing control, the Group
takes into consideration potential voting rights that are currently
exercisable.
Under Section 408 of the
Companies Act 2006 the Company is exempt from the requirement to
present its own profit and loss
account.
In the parent financial
statements, investments in subsidiaries are carried at cost less
impairment.
Classification of financial instruments issued by the
group
In accordance with FRS
102.22, financial instruments issued by the group are treated as
equity only to the extent that they meet the following two
conditions:
a) they include no
contractual obligations upon the group to deliver cash or other
financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are
potentially unfavourable to the group;
and
b) where the instrument
will or may be settled in the entity's own equity instruments, it
is either a non-derivative that includes no obligation to deliver a
variable number of the entity's own equity instruments or is a
derivative that will be settled by the entity exchanging a fixed
amount of cash or other financial assets for a fixed number of its
own equity
instruments.
To the extent that this
definition is not met, the proceeds of issue are classified as a
financial liability. Where the instrument so classified takes
the legal form of the entity's own shares, the amounts presented in
these financial statements for called up share capital and share
premium account exclude amounts in relation to those
shares.
Secured Property
Developments
Plc
Notes to the Consolidated
Financial Statements -
continued
for the Year Ended
31st December 2022
2.
ACCOUNTING POLICIES -
continued
Current and deferred
taxation
Tax on profit or loss for
the year comprises current and deferred tax. Tax is recognised in
the profit and loss account except to the extent that it relates to
items recognised directly in equity or other comprehensive income,
in which case it is recognised directly in equity or other
comprehensive income.
Current tax is the
expected tax payable or receivable on the taxable income or loss
for the year, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustment to tax payable in
respect of previous
years.
Deferred tax is provided
on timing differences which arise from the inclusion of income and
expenses in tax assessments in period different from those in which
they are recognised in the financial
statements.
Deferred tax is measured
at the tax rate that is expected to apply to the reversal of the
related difference, using tax rates enacted or substantively
enacted at the balance sheet date. For investment property that is
measured at fair value, deferred tax is provided at the rates and
allowances applicable to the asset/property. Deferred tax balances
are not discounted.
Unrelieved tax losses and
other deferred tax assets are recognised only to the extent that is
it probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable
profits.
Debtors
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.
Cash and cash
equivalents
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.
Judgements in applying accounting policies and key sources
of estimation
uncertainty
The preparation of the
financial statements requires management to make judgements,
estimates and assumptions that effect the amounts reported for
assets and liabilities as at the balance sheet date and the amounts
reported for revenue and expenses during the year. However, the
nature of the estimation means that actual outcomes could differ
from those estimates. There are no key sources of estimation
uncertainty.
Financial
instruments
The Company only enters
into basic financial instruments 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 non-puttable
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 financed at a rate of interest that is not
a market rate or in case of an out-right short-term loan not at
market rate, the financial asset or liability is measured,
initially, at the present value of the future cash flow discounted
at a market rate of interest for a similar debt instrument and
subsequently at amortised
cost.
For financial assets
measured at amortised cost, the impairment loss is measured as the
difference between an asset's carrying amount and the present value
of estimated cash flows discounted at the asset's original
effective interest rate. If a financial asset has a variable
interest rate, the discount rate for measuring any impairment loss
is the current effective interest rate determined under the
contract.
3.
EMPLOYEES AND
DIRECTORS
The average number of
staff during the year was two (2021: two) and there were no staff
costs for the year ended 31 December
2022 or for the year ended 31
December 2021.
Secured Property
Developments
Plc
Notes to the Consolidated
Financial Statements -
continued
for the Year Ended
31st December 2022
4.
OPERATING
LOSS
The operating loss is stated after
charging:
2022
2021
£
£
Auditors'
remuneration
4,750
6,500
The auditors’ remuneration figure includes the audit fees for the
parent and the consolidated
accounts.
Details of the fees charged by the Chairman and other Directors are
shown in note 13 to these financial
statements
5.
TAXATION
The tax charge on the profit on ordinary activities for the year
was as follows:
31.12.
22
31.12.21
£
£
Current
tax:
UK corporation
tax
-
-
Tax on profit on ordinary
activities
-
-
Reconciliation of
effective tax rate
Loss for the
year
(16,760)
(41,380)
Total tax
expense
-
-
Loss for the year
excluding
taxation
(16,760)
(41,380)
Tax using the UK
corporation tax rate of 19% (2021:
19%)
(3,184)
(7,862)
Non-deductible
expenses
-
-
Current year
losses
3,184
7,862
Total tax expense included
in the profit or
loss
-
-
Factors that may affect future, current and total tax
charges
A deferred tax asset of
£99,017 (2021: £92,284) in respect of losses carried forward at the
year-end has not been recognised due to uncertainty surrounding the
Group’s future taxable
profits.
The UK main corporation
tax rate will be increased to 25% applying to profits over £250,000
(effective from 1 April 2023)
following the Chancellor's budget on 3 March
2021. A small profits rate will also be introduced for
Companies with profits of £50,000 or less so that they continue to
pay corporation tax at a rate of 19%. Companies with profits
between £50,000 and £250,000 will pay tax at the main rate reduced
by a marginal relief providing a gradual increase in the effective
corporation tax rate.
6.
PROFIT OF PARENT
COMPANY
As permitted by Section
408 of the Companies Act 2006, the Profit and Loss account of the
parent company is not presented as part of these financial
statements. The parent company's profit for the year was £224,447
(2021: £41,230 loss).
7.
EARNINGS PER
SHARE
Basic earnings per share
is calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the
period.
Diluted earnings per share
is calculated using the weighted average number of shares adjusted
to assume the conversion of all dilutive potential ordinary
shares.
Secured Property
Developments
Plc
Notes to the Consolidated
Financial Statements -
continued
for the Year Ended
31st December 2022
7.
EARNINGS PER SHARE -
continued
Reconciliations are set
out below.
2022
Weighted
average
number
Per-share
of
amount
Earnings
shares
pence
Basic
EPS
Earnings attributable to
ordinary
shareholders
(16,760)
1,970,688
(0.85)
Effect of dilutive
securities
-
-
-
Adjusted
earnings
(16,760)
1,970,688
(0.85)
2021
Weighted
average
number
Per-share
of
amount
Earnings
shares
pence
Basic
EPS
Earnings attributable to
ordinary
shareholders
(41,380)
1,970,688
(2.10)
Effect of dilutive
securities
-
-
-
Adjusted
earnings
(41,380)
1,970,688
(2.10)
8.
FIXED ASSET
INVESTMENTS
Company
2022
2021
£
£
Shares in group
undertakings
4
4
4
4
The following relates to
ordinary shares held in subsidiary companies, Secured Property
Developments (Scarborough) Limited
and SPD Discount Limited, the subsidiaries’ registered address is
Unit 6, 42 Orchard Road, London,
N6 5TR. The companies are registered in England and Wales and are 100% owned by the holding
company throughout the
period.
Company
Shares
in
group
undertakings
£
COST
At
1st January 2022
and
31st December 2022
4
NET BOOK
VALUE
At
31st December 2022
4
At
31st December 2021
4
Secured Property
Developments
Plc
Notes to the Consolidated
Financial Statements -
continued
for the Year Ended
31st December 2022
|
9. |
DEBTORS: AMOUNTS FALLING
DUE WITHIN ONE
YEAR |
Group
Company
2022
2021
2022
2021
£
£
£
£
Other
debtors
2,130
509
2,130
509
Prepayments and accrued
income
5,735
5,304
5,676
5,246
7,865
5,813
7,806
5,755
10.
CASH AT
BANK
2022
2021
2022
2021
|
|
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
|
Cash at
bank |
|
383,465 |
|
430,120 |
|
369,518 |
|
416,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11. |
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE
YEAR |
Group
Company
2022
2021
2022
2021
£
£
£
£
Trade
creditors
2,952
4,063
2,952
4,063
Amounts owed to group
undertakings
-
-
-
241,178
Tax
1,924
1,932
1,924
1,932
Other
creditors
8,790
27,424
5,911
24,544
Accruals and deferred
income
8,700
16,791
8,700
16,791
22,366
50,210
19,487
288,508
12.
CALLED UP SHARE
CAPITAL
Allotted, issued and fully
paid:
Number:
Class:
Nominal
2022
2021
value:
£
£
1,970,688
Ordinary
£0.20
p
394,138
394,138
1,236,154
Deferred
£0.02
p
24,723
24,723
418,861
418,861
The respective rights of
the shareholders are as
follows:
Ordinary
shares
The ordinary shares have
the right to all available capital and distributable profits
subject only to any right available to the deferred shares on
winding up.
Deferred
shares
The deferred shares have
no rights to vote, receive notices, or attend general meetings, nor
to any income. On the return of capital on a winding-up or
otherwise the deferred shares have no entitlement until the sum of
£100,000 per ordinary share shall have been
distributed.
Secured Property
Developments
Plc
Notes to the Consolidated
Financial Statements -
continued
for the Year Ended
31st December 2022
13.
RELATED PARTY
DISCLOSURES
The group and subsidiaries
have taken exemption in section 33 of FRS102, from disclosing
transactions with other members of the group headed by Secured
Property Developments
Plc.
During the period the
company entered into transactions, in the ordinary course of the
business, with other related parties. Transactions entered into,
and trading balances outstanding at 31
December 2022 are as
follows:
Transactions with key
management
personnel
Key management personnel
include those persons having authority and responsibility for
planning directing and controlling the activities of the entity
directly or indirectly, including directors. There were no
transactions with key management personnel in the current or prior
years.
Transactions with other
related
parties
During the year the group
had the following transaction with other related
parties:
St James's Property
Services Limited of which R Shane is a director and shareholder
received £nil (2021: £nil) from the holding company in respect of
management services. The amount outstanding at the year-end is £487
(2021: £411). St James's Property Services Limited also received
£9,000 (2021: £9,000) from the holding company in respect of rent
and other expense.
Guildhall Brokers and
Consultants Limited of which R Shane is a director and shareholder
received £2,800 (2021: £2,800) for insurance premiums. The balance
outstanding was £nil (2021:
£nil).
Shane Computer Consulting
Limited of which R Shane's son is a director and shareholder
received £6,000 (2021: £6,000) from the holding company in respect
of computer services. The balance outstanding was £nil (2021:
£nil).
Terms and conditions of
transactions with related
parties
Transactions with related
parties are made at normal market prices. Outstanding balances with
entities are unsecured, interest free and repayable on
demand.
14.
FINANCIAL
INSTRUMENTS
2022
2021
2022
2021
|
Financial
AssetsFinancial assets that are
debt instruments |
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
|
Cash at
bank |
|
383,465 |
|
430,120 |
|
369,518 |
|
416,143 |
|
Measure at amortised
costs |
|
- |
|
509 |
|
- |
|
509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
2021
2022
2021
|
Financial
LiabilitiesFinancial liabilities
measured at |
£ |
|
|
£ |
|
|
£ |
|
|
£ |
|
|
amortised
costs |
|
22,366 |
|
48,536 |
|
19,487 |
|
286,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The material risk arising
from the Group and Company’s financial instruments is liquidity
risk.
Liquidity
risk
The objective of the Group
and Company managing liquidity is to ensure it can meet its
financial obligations as an when they fall
due.
The Group and Company
expects to meet these through operating cash
flows.
The deferred shares have
no rights to vote, receive notices, or attend general meetings, nor
to any income. On the return of capital on a winding-up or
otherwise the deferred shares have no entitlement until the sum of
£100,000 per ordinary share shall have been
distributed.
15.
POST BALANCE SHEET
EVENTS
There have been no
significant events since the year
end.
16.
ULTIMATE CONTROLLING
PARTY
The directors consider that there is no single controlling
party.
Form
of proxy for use at the annual general meeting on Thursday
6th July
2023
I/We
_______________________________________________________________________________
(Please insert full name
in BLOCK CAPITALS)
of
_________________________________________________________________________________
(Please insert address
in BLOCK CAPITALS)
being (a) member(s) of
the above named Company HEREBY APPOINT the Chairman of the meeting
(see note 6)
___________________________________________________________________________________
to act as my/our proxy
at the Annual General Meeting of the Company to be held on Thursday
6th July 2023 and at any adjournment thereof, and
to vote on my/our behalf as indicated
below:
|
Resolution
No. |
For |
Against |
|
1 To adopt the
directors’ report and financial statements for the year ended 31
December 2022 |
|
|
|
2 To re-elect R.A.
Shane as a
director |
|
|
|
3.To authorise, by
special resolution in accordance with s701 of the Companies Act
2006, the Board to purchase up to 5% of the Company’s own shares in
the open market at a minimum price of 10p per share and a maximum
price of 60p per share, such powers to expire at the AGM to be held
in 2024, or on 6th July 2023 if
earlier. |
|
|
|
5. THAT Edwards Veeder
(UK) Limited be and are hereby
appointed auditors of the
Company and will hold office from the conclusion of this meeting
until the conclusion of the next general meeting at which accounts
are laid before the company, and that their remuneration be fixed
by the
Directors. |
|
|
Please indicate with an
“X” in the space provided how you wish your votes to be cast on a
poll. Should this form be returned duly completed and signed,
but without a specific direction, the proxy will vote or abstain at
his discretion.
Dated
______________________________ 2023 Signature
__________________________________
Notes
-
A proxy need not be
a Member of the
Company.
-
In the case of
joint holders the vote of the senior who tenders a vote, whether in
person or by proxy, will be accepted to the exclusion of the votes
of the other joint holders. For this purpose seniority is
determined by the order in which the names stand in the Register of
Members.
-
In the case of a
corporation this proxy must be given under its Common Seal or be
signed on its behalf by an officer, attorney or other person duly
authorised.
-
To be valid this
proxy must be deposited at the Company’s Registered Office not
later than 48 hours before the time appointed for holding the
Meeting together, if appropriate, with the power of attorney or
other authority under which is a signed or potentially certified
copy of such power of
authority.
-
Any alterations
made on this form should be
initialed.
-
If it is desired to
appoint as a proxy any person other than the Chairman of the
Meeting, his/her name and address should be inserted in the
relevant place, reference to the Chairman deleted and the
alteration
initialed.
