Final Results 2022
09/06/2023 16:00
PLEASE SEE BELOW LINK FOR A PDF VERSION OF THE ANNOUNCEMENT
Secured Property Developments PLC- 2022 Accounts.pdf
(https://mb.cision.com/Public/22508/3784102/919812be542f6511.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
Company Information 1
Notice of Meeting 2
Chairman's Statements 3
Group Strategic Report 4
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 6(th) 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 6(th) 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: 7(th) June 2023
Notes:
1. 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.
2. 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.
3. 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 31(st) 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 Our procedures in relation to the verification of the bank balance included: * Agreeing the balance to the bank statements at the balance sheet date.
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. * 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
-
- -
Diluted EPS
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
-
- -
Diluted EPS
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
Group Company
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
Group Company
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 6(th) 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 6(th) 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 6(th) 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
1. A proxy need not be a Member of the Company.
2. 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.
3. 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.
4. 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.
5. Any alterations made on this form should be initialed.
6. 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.
Secured Property Developments PLC- 2022 Accounts (https://mb.cision.com/Public/22508/3784102/919812be542f6511.pdf)
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