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Registered number: 13006624










NOMURA REAL ESTATE UK LIMITED










DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
NOMURA REAL ESTATE UK LIMITED
 
 
COMPANY INFORMATION


Directors
K Nakamura (Resigned 1 April 2022)
M Katayama (Resigned 1 April 2022)
A Ogata (appointed 1 April 2022)
M Ono (appointed 1 April 2022, resigned 1 April 2023)
Y Hayasaka (appointed 1 April 2023)




Registered number
13006624



Registered office
89 Spa Road
London, England

SE16 3SG




Independent auditors
Ernst & Young LLP

25 Churchill Place

London

E14 5EY





 
NOMURA REAL ESTATE UK LIMITED
 

CONTENTS



Page
Director's Report
1 - 2
Independent Auditor's Report
3 - 6
Statement of Comprehensive Income
7
Statement of Financial Position
8
Notes to the Financial Statements
9 - 11


 
NOMURA REAL ESTATE UK LIMITED
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The director presents his report and the financial statements for the year ended 31 December 2022.

Director's responsibilities statement

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

K Nakamura (Resigned 1 April 2022)
M Katayama (Resigned 1 April 2022)
A Ogata (appointed 1 April 2022)
M Ono (appointed 1 April 2022, resigned 1 April 2023)

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

Details of significant events since the balance sheet date are contained in note 9 to the financial statements.

Page 1

 
NOMURA REAL ESTATE UK LIMITED
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Auditors

The auditorsErnst & Young LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 7 September 2023 and signed on its behalf.
 





A Ogata
Director

Page 2

 
NOMURA REAL ESTATE UK LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOMURA REAL ESTATE UK LIMITED
 

Opinion


We have audited the financial statements of Nomura Real Estate UK Limited (“the Company”) for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes 1 to 10, 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 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 Company's affairs as at 31 December 2022 and of its 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 Company in accordance with the ethical requirements that are relevant to our audit of the 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 director'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 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.  However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concen.


Page 3

 
NOMURA REAL ESTATE UK LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOMURA REAL ESTATE UK LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors is 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
 
the Director's Report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors's remuneration specified by law are not made; o
we have not received all the information and explanations we require for our audit; or
the Directors was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 1, the Directors 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 the Directors 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 Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
Page 4

 
NOMURA REAL ESTATE UK LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOMURA REAL ESTATE UK LIMITED (CONTINUED)

concern basis of accounting unless the Directors either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Auditors' 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.


Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.  The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management

Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting frameworks (United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006) and the relevant direct tax compliance regulation in the United Kingdom. 
We understood how the Company is complying with those frameworks by making enquiries of management and by seeking representations from those charged with governance. We corroborated our understanding by reviewing supporting documentation, including board minutes.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override. We performed journal entry testing by specific risk criteria, with a focus on journals indicating large or unusual transactions based on our understanding of the business.   
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved enquiries of management and those charged with governance for their awareness of any non-compliance with laws and regulations. We corroborated our enquiries through our review of board minutes, legal and professional expenses, and a review of other expenses.
 


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 5

 
NOMURA REAL ESTATE UK LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOMURA REAL ESTATE UK LIMITED (CONTINUED)

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 2006Our 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.





Sarah Langston (Senior Statutory Auditor)
  
for and on behalf of
Ernst & Young LLP, Statutory Auditor
 
25 Churchill Place
London
E14 5EY

7 September 2023
Page 6

 
NOMURA REAL ESTATE UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

Year Ended
31 December
Period Ended
31 December
2022
2021
£
£

  

Administrative expenses
  
(63,565)
(57,771)

Operating loss
  
(63,565)
(57,771)

Loss for the financial year
  
(63,565)
(57,771)

There was no other comprehensive income for year ended December 2022 (2021:£NIL). All results are from continuous operations.

The notes on pages 9 to 11 form part of these financial statements.

Page 7

 
NOMURA REAL ESTATE UK LIMITED
REGISTERED NUMBER:13006624

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 4 
79,012,484
66,812,484

  
79,012,484
66,812,484

Current assets
  

Debtors
  
2
2

Cash at bank and in hand
 5 
164,470
460,058

  
164,472
460,060

Creditors: amounts falling due within one year
 6 
(97,411)
(329,434)

Net current assets
  
 
 
67,061
 
 
130,626

Total assets less current liabilities
  
79,079,545
66,943,110

  

Net assets
  
79,079,545
66,943,110


Capital and reserves
  

Called up share capital 
 7 
302
202

Share premium account
 8 
79,200,579
67,000,679

Profit and loss account
 8 
(121,336)
(57,771)

  
79,079,545
66,943,110


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 September 2023.




A Ogata
Director

The notes on pages 9 to 11 form part of these financial statements.

Page 8

 

 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Nomura Real Estate UK Limited is a private company limited by shares. It is incorporated in the United Kingdom and is registered in England. The address of the registered office is 89 Spa Road, London, England, SE16 3SG. The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise
specified within these accounting policies and in accordance with Section 1A of Financial Reporting
Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and
the Companies Act 2006.
The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company and its subsidiary, (together the 'Group') headed by the Company, qualify as small 
as set out in 
section 383 of the Companies Act 2006. Therefore the Company is considered eligible for the exemption to prepare consolidated accounts as set out in section 399 of the Companies Act 2006.

 
2.3

Going concern

Having considered the Company’s business activities, future forecasts of the Company and all events and conditions up to the date of approval these financial statements, the directors concluded that the financial statements are prepared on a going concern basis for a period of 12 months since the date of approval of the financial statements. 

 
2.4

Fixed Asset  investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.6

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.

 
2.7

Creditors

Short-term creditors are measured at the transaction price. 

Page 9

 

 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2021 -
£NIL) from the Company for qualifying services.


The average monthly number of employees, including directors, during the year was 2 (2021 - 2).


4.


Fixed asset investments





Investment in subsidiary

£



Cost or valuation


At 1 January 2022
66,812,484


Additions
12,200,000



At 31 December 2022
79,012,484





5.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
164,470
460,058

164,470
460,058



6.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
1,453
1,456

Other creditors
69,078
301,578

Accruals and deferred income
26,880
26,400

97,411
329,434


Page 10

 

 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



302 (2021 - 202) Ordinary shares of £1.00 each
302
202





8.


Reserves

Share premium account

The Share premium account represents the excess of consideration paid, over the nominal value, on the purchase of Share capital and it is not distributable.


9.


Post balance sheet events

On 25 January 2023, the Company increased its share capital by issuing a further 100 £1.00 nominal shares of £113,000 each for £11,300,000. This was subsequently invested in its subsidiary in full. 
On 3 August 2023, the Company increased its share capital by issuing a further 100 £1.00 nominal shares of £121,000 each for £12,100,000.


10.


Controlling party

The ultimate parent company is Nomura Real Estate Holdings, Inc registered in Japan. 
The parent of the smallest group of which the company is a member and which prepares consolidated accounts is Nomura Real Estate Development Co., Ltd. The address of the registered office of Nomura Real Estate Development Co., Ltd is Shinjuku Nomura Building, 1-26-2, Nishi-Shinjuku, Shinjuku-ku, Tokyo 1630-566, Japan.

Page 11