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2022-03-31-accounts

Passage Housing Services Financial Statements Year Ended 31 March 2022

Regulator of Social Housing registration number:4842 Company registration number: 09337431 Charity registration number: 1161696

Passage Housing Services

Contents

Year Ended 31 March 2022

Contents

Contents
Page
Passage Housing Services Information 3
Board Report 4
Independent Auditor’s Report 7
Statement of Comprehensive Income 10
Balance Sheet 11
Statement of Changes in Reserves 12
Statement of Cash Flows 13
Notes to the Financial Statements 14

Passage Housing Services

Passage Housing Services Information

Year Ended 31 March 2022

Regulator of Social Housing registration number 4842
Company number 09337431 (England and Wales)
Charity number 1161696
Directors of the board Jane Campbell
Jonathan Fewster
Mark Fisher
Michael Kelly
Kiran Pawar
Christopher Williams
Secretary Jane Sandeman
Registered office St Vincent’s Centre
Carlisle Place London
London
SW1P 1NL
United Kingdom
Place of business As above
Auditor Sayer Vincent LLP
Invicta House,
108-114 Golden Lane
London, EC1Y 0TL
Solicitor Pothecary Witham Weld
70 St George's Square
London SW1V 3RD
Bankers HSBC plc
Belgravia Branch
The Peak
333 Vauxhall Bridge Road
London SWIV 1EJ

3

Passage Housing Services

Board Report

Year Ended 31 March 2022

The board of Passage Housing Services presents their report and the audited financial statements of Passage Housing Services for the year ended 31 March 2022.

Directors of the board

The directors of the board who have served during the year were as follows:

Jane Campbell Jonathan Fewster Mark Fisher Michael Kelly Kiran Pawar Christopher Williams

Review of the business / business model

Passage Housing Services (PHS) is a Private Limited Company incorporated on the 2nd December 2014, Company No. 09337431. It is a wholly owned subsidiary of Passage 2000, a charity and company limited by guarantee whose objective is to end street homelessness. It is a registered charity, No. 1161696 and a Registered Social Landlord RP Number: 4842.

Until 16 December 2020 Passage Housing Services was dormant. On 17 December 2020 it took over a lease from Optivo for Bentley House, a building with 20 units of self-contained accommodation, located at St Vincent’s Centre, Carlisle Place, London SW1P 1NL. The freehold of this property is owned by Passage 2000. On 16 March 2021, Passage Housing Services Limited took over a lease from Peabody Housing Association for Passage House, a 40 unit hostel, located at 1-5 Longmoore Street, London SW1V 1JH. Passage 2000 owns the freehold to this property.

Objectives and strategies for achieving those objectives

At the end of March 2022, both Passage House and Bentley House were currently undergoing a major refurbishment and all units were, at the time, vacant. Once completed later in 2022, Bentley House will provide 20 units of accommodation and Passage House will provide 37 units of accommodation. Its three-year strategy for 2022-25 will be aligned with the strategic priorities of Passage 2000 for the same period.

The principal income in the year was a grant from the parent charity Passage 2000 to support the administrative costs of the entity.

The entity held reserves of £128,277 at the year end. The parent charity, Passage 2000 will continue to support Passage Housing Services to enable to carry out its activities.

Principal risks and uncertainties

A major risk in the redevelopment of both Passage House and Bentley House was the failure to find adequate capital funding, most of which had been secured or agreed in principle by the balance sheet date. This was mitigated by having a capital funding plan in place, which included a mixture of planned grants and a commercial loan, as well as a grant from the reserves of the parent charity Passage 2000. A lesser but still important risk that has been recognised is the possibility that the final build does not meet user requirements. This is being mitigated by a formal process of regular engagement between key service delivery personnel and the Project Manager and Architects. The risk that the cost of the build exceeding budget, seen as moderate, is being managed by the appointment of a cost consultant and regular meetings between the Project Manager and the Chief Operating Officer of the parent charity to review performance against both budget and contract..

Main trends and factors underlying the development and performance and position of the RP

Future performance of the RP is predicated upon the successful completion of the current refurbishment of 57 units of accommodation to a high standard. Principal risks to this outcome are noted elsewhere in this report.

4

Passage Housing Services

Board Report

Year Ended 31 March 2022

Future prospects

After completion of the refurbishment and as the units come into use, Passage Housing Services will, in partnership with Passage 2000, spend time consolidating operations and practices, ensuring regulatory compliance and considering longer term opportunities to grow the stock of affordable housing.

Assessment of how the RP is achieving Value for Money

The funding plan for the refurbishment of Bentley House and Passage House is designed to achieve a level of ongoing sustainability once the initial investment is realised and the accommodation is in occupation. Moving forward, the RP will continue to adhere to the RSH’s value for money principles and adhere to our Value for Money policy.

Code of governance

Passage Housing Services has adopted the National Housing Federation Code of Governance 2020.

Board’s annual review of internal control

At each meeting of the Board a review of significant risks is undertaken and mitigation strategies agreed.

Public benefit statement

In conjunction with its parent entity Passage 2000, Passage Housing Services seeks to provide resources which encourage, inspire and challenge people who are homeless to transform their lives. The principal focus of Passage Housing Services Is to provide accommodation for vulnerable people as a significant means to the ending of street homelessness.

Future developments

The principal focus in the immediate future is the successful completion of the refurbishment of the properties mentioned above. Future strategic partnerships will be built on, and depend upon, a positive outcome here. As a result the Directors maintain a careful watch over the risks and uncertainties associated with this project to ensure that future developments are built on a firm foundation.

Employees

During the year the average number of employees was 0 (2021: 0).

Directors’ responsibilities

The Board is responsible for preparing the report and financial statements in accordance with applicable law and regulations.

The Co-operative and Community Benefit Societies Act 2014 and registered social housing legislation require the Board to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the association and of the income and expenditure of the association for that period. In preparing these financial statements, the Board is required to:

The Board is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the association and to enable it to ensure that the financial statements comply with the Co-operative and Community Benefit Societies Act 2014, the Housing and Regeneration Act 2008 and the Accounting Direction for private registered providers of social housing in England 2019. It has general responsibility for taking reasonable steps to safeguard the assets of the Association and to prevent and detect fraud and other irregularities.

5

Passage Housing Services Board Report Year Ended 31 March 2022 The Board 1$ responsible for the rna1ntenar￿ and integrity of the ￿￿Orate and fi'nancial information Induded on the association's website. Legislatlon in the United Kingdom governing the preparation and di5semlnation of financlal statements may dlffer from legislation in olheri'urisdictions. Disclosurn of information to the audltor8 We. the directors of the company who held office al the dale of approval of these Financial Stat8m8nls as set out above each confirm, so far as we are aware, that.. there is no relevant audit infomation of which the company's auditors are unawar8.' and wa have taken all the steps that we ought to have taken as directors in order to make ourselve5 aware of any relevant audit informatlon and lo establish that the company's auditors are aware ol that information. The board report has been prepared in accordance with the special provIs￿nS applicable lo ¢ompanle$ subject to the small companles, regime. The financial Statements were approved by the board on 19 September 2022 and slgned on Iheir behalf ty Klran Paw8r, Director Mtha81 Kelly, Oire¢tor

Passage Housing Services

Independent Auditor’s Report to the Board of Passage Housing Services

Year Ended 31 March 2022

Opinion

We have audited the financial statements of Passage Housing Services (the ‘association’) for the year ended 31 March 2022 which comprise the statement of comprehensive income, balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 financial statements:

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 association 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 board's 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 association'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 board 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 board report, other than the financial statements and our auditor’s report thereon. The board are responsible for the other information contained within the board 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.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the board report. We have nothing to report in respect of the following matters where the Co-operative and Community Benefit Act 2014 requires us to report to you if, in our opinion:

7

Passage Housing Services

Independent Auditor’s Report to the Board of Passage Housing Services

Year Ended 31 March 2022

Responsibilities of the board

As explained more fully in the board's responsibilities statement set out on page in the board report, the board is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as it determines 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 board is responsible for assessing the association’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 board either intends to liquidate the association or to cease operations, or has 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 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. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

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.

8

Passage Housing Services

Independent Auditor’s Report to the Board of Passage Housing Services

Year Ended 31 March 2022

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-andguidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-foraudit.aspx. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the association’s members, as a body, in accordance with section 87 of the Cooperative and Community Benefit Societies Act 2014. Our audit work has been undertaken so that we might state to the association’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the association and the association’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Judith Miller (Senior statutory auditor)

24 November 2022

for and on behalf of Sayer Vincent LLP, Statutory Auditor Invicta House, 108-114 Golden Lane, LONDON, EC1Y 0TL

Sayer Vincent LLP is eligible to act as auditor in terms of section 1212 of the Companies Act 2006

9

Passag• Houtsing SeThlco8 Ststsmont of Compr•hoM1￿ Income Ilncluding Incom• and Expondlture Account) Y•ar Ended 31 March 2022 2022 2021 Nrt• 131,000 131,000 25.105 Cost of Sa￿9 Grou •urpluB 131,000 131,000 25,105 Admlnistrative wonditur• 121A661 121.6651 18,4891 OpoT•tSn9 •y￿1￿• 109,435 109,436 18.836 Surplu• for th• y•ar b•for• taxatlon 109A36 109,436 18,636 Tax on burplu8 8urplu• forth• y••r 109.436 109A38 18,836 Tot•1 ¢ornpr•h•n•lv• Incom• forth• y••r I p•rlod 109,438 109,436 18.638 All of t￿ abovè m•utt• •r• d•rfv•d from ￿nInu1￿j odivttles. Ther? ￿r? no oth•r r•cognlMd 94ln8 or loAMs othDr than Ihose Blalgd above. All inccffl• i• unr•¢t￿¢t0d. Approv•d by th• Dlr•ciorB on 14 SepteM￿r 2022 and •lan•d on thelr by r8fi P8w8r, Oiro¢tor Mic￿•1 K¥lly. Direcaor io

Company number: 09337431

Passage Housing Services

Balance sheet

Year Ended 31 March 2022

Note
Fixed assets
Tangible fixed assets - housing properties
8
Current assets
Debtors
9
Cash at bank and in hand
Creditors: amounts falling due within one year
10
Net current (liabilities) / assets
Total assets less current liabilities
Creditors: amounts falling due after more than one year
11
Total net assets
Reserves
Income and expenditure reserve
Total Reserves
2022
£
646,386
646,386
1,356
25,351
26,707
(86,317)
(59,609)
586,777
(458,500)
128,277
128,277
128,277
2021
£
652,935
652,935
-
25,299
25,299
(69,892)
(44,593)
608,342
(589,500)
18,842
18,842
18,842

These accounts have been prepared in accordance with the special provisions applicable to small companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the Board on 19 September 2022

Signed on behalf of the board

Kiran Pawar, Director

Michael Kelly, Director

The notes to financial statements form part of these accounts.

11

Passage Housing Services

Statement of Changes in Reserves

Year Ended 31 March 2022

Balance as at 1 April 2020
Surplus for the year
Total comprehensive income
Transfers
Balance at 31 March 2021
Surplus for the year
Total comprehensive income
Balance at 31 March 2022
Income and
expenditure reserve
£
206
18,636
18,842
-
18,842
109,435
109,435
128,277
Total
£
206
18,636
18,842
-
18,842
109,435
109,435
128,277

12

Passage Housing Services

Statement of Cash Flows

Year Ended 31 March 2022

Year Ended 31 March 2022
Note
Cash flow from operating activities
12
Net cash flow from operating activities
Change in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents consists of:
Cash at bank and in hand
Cash and cash equivalents at 31 March 2022
2022
£
52
52
52
25,299
25,351
25,351
25,351
2021
£
25,093
25,093
25,093
206
25,299
25,299
25,299

13

Passage Housing Services

Notes to the Financial Statements

Year Ended 31 March 2022

1 Summary of significant accounting policies

(a) General information and basis of preparation

Passage Housing Services (PHS) is a charitable company, limited by guarantee without share capital registered in England and Wales, company registration number 09337431, charity number 1161696. It is also a and a Registered Provider of Social Housing. The registered office is St Vincent's Centre, Carlisle Place, London, London, SW1P 1NL, United Kingdom.

PHS constitutes a public benefit entity as defined by FRS 102.

The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102), the Statement of Recommended Practice for Social Housing Providers 2018, and with the Accounting Direction for private registered providers of social housing in England 2019. The financial statements are also prepared under the requirements of the Housing and Regeneration Act 2008 and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. The financial statements are prepared in sterling, which is the functional currency of PHS, and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The management committee does not consider that there are any sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period.

(b) Going concern

The directors consider that there are no material uncertainties about the company's ability to continue as a going concern. The company has made a surplus for the year and has the commitment of ongoing financial support available from the parent charity should this be required. In light of the Covid-19 pandemic the parent charity has generated significant funding to provide residential accommodation to rough sleepers in Westminster and has sufficient reserves set aside to adapt to the changing landscape the pandemic has created.

(c) Tangible fixed assets

Housing properties

Social housing properties are stated at cost less accumulated depreciation. Fixed assets represents the leasehold property held by the entity and is stated at the cost of the buyback of the lease. The assets are capitalised on the basis that Passage Housing Services holds the risks and rewards of ownership. The Housing property is depreciated over the life of the lease.

(d) Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income in other administrative expenses.

14

Passage Housing Services

Notes to the Financial Statements

Year Ended 31 March 2022

1 Summary of significant accounting policies (continued)

(e) Tax

Current tax represents the amount of tax payable or receivable in respect of taxable income for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. For 2022 the liability to tax for PHS was £0 (2021: £0).

(f) Turnover and other income

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Turnover represents rental and service charges income receivable in the year net of rent and service charge losses from voids, revenue grants from the government (local authorities) and the Homes England.

Turnover represents grants received during the year.

(g) Cash at bank and in hand

Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account.

(h) Financial instruments

Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method.

15

Passage Housing Services

Notes to the Financial Statements

Year Ended 31 March 2022

2 Turnover, cost of sales, administrative expenditure and operating surplus

Activities other than social housing activities:
Grant from parent charity
Other
2022
Total
£
131,000
-
2021
Total
£
25,000
105
131,000 25,105

3 Particulars of turnover and administrative expenditure

Turnover and administrative expenditure from social housing lettings was nil in 2022 (2021: £0).

4 Accommodation owned, managed and in development

Accommodation owned, managed and in development
Social housing: total owned and managed
Net surplus for the year
Surplus is stated after charging:
Auditor’s remuneration (including expenses and benefits in kind) for
audit
Depreciation of tangible fixed assets - housing properties
Number of
units 2022
No.
60
60
Number of
units 2021
No.
60
60
2022
£
3,600
6,549
2021
£
4,200
2,065

5 Net surplus for the year

6 Board and key management personnel remuneration

The entity has no employees. The directors of the board are all unpaid, the company had 6 directors at the year end (2021: 6).

7 Tax

The entity which is a registered charity is exempt from corporation tax as all its income is charitable and is applied for charitable purposes.

16

Passage Housing Services

Notes to the Financial Statements

Year Ended 31 March 2022

8 Tangible fixed assets – housing properties

Cost:
At 1 April 2021
Additions: completed properties acquired
At 31 March 2022
Depreciation:
At 1 April 2021
Charge for year
At 31 March 2022
Net book value:
At 31 March 2022
At 31 March 2021
Social Housing
properties for
letting
£
655,000
-
Total
£
655,000
-
655,000 655,000
2,065
6,549
2,065
6,549
8,614 8,614
646,386 646,386
652,935 652,935

Housing property comprises Bentley House which has been acquired via a lease buyback arrangement.

The full amount is payable to the former leaseholder over a period of ten years.

17

Passage Housing Services

Notes to the Financial Statements

Year Ended 31 March 2022

9
Current assets
Prepayments
10
Creditors: amounts falling due within one year
Amounts owed to group undertakings
Other creditors
Accruals
2022
£
1,356
1,356
2022
£
17,025
65,500
3,792
86,317
2021
£
-
-
2021
£
-
65,500
4,392
69,892

Amounts owed to group undertakings represent administrative costs paid by the parent charity on behalf of PHS.

Details of leasing arrangements are provided in note 1c.

11 Creditors: amounts falling due after more than one year

Amounts owed to group undertakings
Other creditors
2022
£
-
458,500
458,500
2021
£
65,500
524,000
589,500

Amounts owed to group undertakings in 2021 represented the initial payment under the transfer agreement for Bentley House. There is no interest or security related to the creditor.

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Passage Housing Services

Notes to the Financial Statements

Year Ended 31 March 2022

12 Reconciliation of operating surplus to cash flow from operating activities

Reconciliation of operating surplus to cash flow from operating activities
Surplus /for the year
Depreciation and impairment of tangible fixed assets
(Increase) / decrease in trade and other debtors
Increase / (decrease) in trade and other creditors
Net cash flow from operating activities
2022
£
109,435
6,549
(1,356)
(114,575)
52
2021
£
18,636
2,065
4,392
25,093

13 Ultimate controlling party

The parent company of Passage Housing Services is Passage 2000 (operating as The Passage), Company no. 03885593, Charity no. 1079764.

PHS is consolidated in the group financial statements of The Passage, and the group accounts are available to the public from:

The Passage, St Vincent's Centre, Carlisle Place, London, SW1P 1NL.

14 Related party transaction

A grant of £131,000 was received from the parent entity Passage 2000 to support the administrative costs of the entity (2021: £25,000).

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