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Independent auditor’s report
from 2022 Annual Report
The Directors present their report and the financial statements for the year ended 31 March 2022.
Directors’ responsibilities statement
The Directors are responsible for preparing the Strategic report, the Directors’ report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare accounts for each financial year. Under that law, the Directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for the financial year.
In preparing these accounts, the Directors are required to: — select suitable accounting policies and then apply them consistently; — make judgments and accounting estimates that are reasonable and prudent; — state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts; and — prepare the accounts on the going concern basis unless it is inappropriate to presume that the Company and
Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’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 accounts 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.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.
Disclosure of information to the auditor
In the case of each person who was a Director at the time this report was approved: — so far as that Director was aware there was no relevant audit information of which the Company and Group’s auditor was unaware; and — that Director had taken all steps that the Director ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company and Group’s auditor was aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Auditor
A resolution to reappoint the auditor, CLA Evelyn Partners Limited (previously Nexia Smith & Williamson), will be proposed at the next AGM.
Company’s registered number
The Company’s registered number is 06439246.
Dividends
During the year, the Group paid dividends of £40,027,000 (2021: £25,500,000) to ordinary shareholders and £nil (2021: £nil) to ‘A’ shareholders.
Risk Management
A summary of the principal risks and uncertainties is included in the Strategic report on pages 28 to 29.
In addition, from 1 January 2022, the Group transitioned to SONIA from LIBOR following the interest rate benchmark reform. Details of the Group’s policies with regards to financial instruments are contained within note 2.16 to the accounts.
Going concern
The Directors have considered the appropriateness of applying the going concern basis for preparing the financial statements. More detail can be found in note 2.2 to the accounts.
Section 172
In compliance with section 172 requirements, a statement can be found on pages 50 and 51 of the Strategic report which includes details of the Directors’ regard for employee engagement and business relationships.
Streamlined Energy and Carbon Reporting
In compliance with Streamlined Energy and Carbon Reporting, the Directors present the Group’s emissions and energy usage on page 33 of the Strategic report as the matter is of strategic importance. Our annual emissions equate to 0.04 tCO2e/m2 (Scope 1 & 2 location based).
Calculation method used The Group quantify and report our organisational Greenhouse Gas (GHG) emissions in alignment with the World Resources Institute’s Greenhouse Gas Protocol Corporate Accounting and Reporting Standard and the corresponding guidance. We currently include four of the 13 Scope 3 categories. We consolidate our organisational boundary according to the operational control approach. The GHG sources that constituted our operational boundary for the year are: — Scope 1: Natural gas, transportation fuels — Scope 2: Electricity — Scope 3: Business travel mileage, water, purchased electricity sub-metered to occupiers, and fuel and energy related activities We have used accurate consumption data to calculate emissions for most utility supplies. In some cases, where there is limited information, values have been estimated using either extrapolation of available data or data from the previous year as a proxy, to ensure complete coverage for the reporting year. We aim to continually improve the coverage, quality and scope of our data.
The reporting guidelines require that we quantify and report Scope 2 emissions according to two different methodologies: (i) the location-based method, using average grid emissions factors for the country in which the reported operations take place; and (ii) the market-based method, which uses the actual emissions factors of the energy procured and therefore, takes renewable energy sources into account. During the year over 97% of the energy we procured was from certified renewables.
The Board members who served during the year and up to the date of this report are listed below:
Name Role Executive / Non-Executive
Sir William Proby Bt CBE DL Toby Shannon Mark Kildea Julian Best Andrew Griffith (appointed 18 May 2021) The Lady Howard de Walden The Hon. Mrs Buchan The Hon. Mrs White The Hon. Mrs Acloque Marc Gilbard Rt Hon. Professor Lord Kakkar KBE PC Mark Musgrave Liz Peace CBE Karl Sternberg
Chairman Deputy Chairman Chief Executive Executive Property Director Chief Financial Officer
Family Shareholder Family Shareholder Family Shareholder Family Shareholder
Alternate Director* Non-Executive Non-Executive Executive Executive Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive
*Mark Musgrave is an Alternate Director to the Chairman and will only act as a Director should the Chairman be incapacitated. Mark Musgrave attends Board meetings in his role as Senior Family Trustee.
This report was approved by the Board of Directors on 17 August 2022 and signed on its behalf by:
Mark Kildea
Chief Executive Director
Sir William Proby Bt CBE DL Chairman Director
Independent auditor’s report to the Members of Howard de Walden Estates Holdings Limited
Opinion
We have audited the financial statements of Howard de Walden Estates Holdings Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 March 2022 which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group and Company Statements of Changes in Equity, the Group Statement of Cash Flows and the Notes to the Accounts, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the 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 March 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: — the information given in the Strategic report and the
Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and — the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
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 their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.
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
Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or — the Parent Company financial statements are not in agreement with the accounting records and returns; or — certain disclosures of Directors’ remuneration specified by law are not made; or — we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 54, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of noncompliance 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.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and Parent Company and determined that the most significant in the context of the audit and where failure to comply could result in material penalties are; — the financial reporting framework United Kingdom
Accounting Standards including FRS102 “The Financial
Reporting Standard applicable in the UK and Republic of Ireland”; — the Companies Act 2006; and — UK taxation law. We obtained an understanding of how the Group and Parent Company comply with these frameworks, through discussions with management and those responsible for compliance procedures and how the Group and the Parent Company maintain and communicate its policies and procedures in these areas. We corroborated these enquiries by reviewing the Board meeting minutes and noted no contradictory evidence.
The Senior Statutory Auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Group and Parent Company’s financial statements to material misstatement, including how fraud might occur. We discussed further with those charged with governance and management to understand where they consider manipulation of the financial statements could occur, determining which account balances are subjective in nature and considering the processes and controls which the Group and Parent Company have established to prevent and detect fraud, and how these controls are monitored.
As a result of these discussions, the following susceptible areas were identified and specific procedures performed to address those risks; — Performing preliminary analytical procedures to identify any unusual or unexpected movements that may indicate risks of material misstatement due to fraud. — The manipulation of the financial statements through manual journals, and specifically manual journals recorded in revenue around the year end. Manual journals have been selected based on a specific risk assessment applied according to the Group and Parent
Company’s processes and controls and corroborated to underlying supporting documentation. — Testing the validity of the data used in the investment property valuations, due to the risk of manipulation of inputs in valuation calculations and bias towards the refurbishment capital/revenue estimate. To address this, we obtained and documented an understanding of relevant controls relating to investment property valuations and major refurbishments. We tested the existence and valuation of a sample of investment properties by agreeing to underlying lease agreements, as well as recalculating and comparing to the yield inputs as confirmed by the Group’s third-party valuer and investigating any departures. We reviewed a sample of refurbishment projects undertaken in the period to understand the nature of the works and tested the capital/ revenue specifications to ensure they were reasonable.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.