Caseware UK (AP4) 2022.0.179 2022.0.179 2023-03-31U and I Director 2 Limited C Lund, for and on behalf of U and I Director 1 Limited2023-03-31falsetruetrue2022-04-01truetruetruetruetruetruetruetruetrue0property investment0 08779893 2022-04-01 2023-03-31 08779893 2021-04-01 2022-03-31 08779893 2023-03-31 08779893 2022-03-31 08779893 2021-04-01 08779893 c:Exceptional 2022-04-01 2023-03-31 08779893 c:Exceptional 2021-04-01 2022-03-31 08779893 d:CompanySecretary1 2022-04-01 2023-03-31 08779893 d:Director1 2022-04-01 2023-03-31 08779893 d:Director4 2022-04-01 2023-03-31 08779893 d:Director4 2023-03-31 08779893 d:Director5 2022-04-01 2023-03-31 08779893 d:Director5 2023-03-31 08779893 c:IntangibleAssetsOtherThanGoodwill 2023-03-31 08779893 c:IntangibleAssetsOtherThanGoodwill 2022-03-31 08779893 c:CurrentFinancialInstruments 2023-03-31 08779893 c:CurrentFinancialInstruments 2022-03-31 08779893 c:CurrentFinancialInstruments c:WithinOneYear 2023-03-31 08779893 c:CurrentFinancialInstruments c:WithinOneYear 2022-03-31 08779893 c:Non-currentFinancialInstruments c:AfterOneYear 2023-03-31 08779893 c:Non-currentFinancialInstruments c:AfterOneYear 2022-03-31 08779893 c:UKTax 2022-04-01 2023-03-31 08779893 c:UKTax 2021-04-01 2022-03-31 08779893 c:ShareCapital 2023-03-31 08779893 c:ShareCapital 2022-03-31 08779893 c:ShareCapital 2021-04-01 08779893 c:SharePremium 2023-03-31 08779893 c:SharePremium 2022-03-31 08779893 c:SharePremium 2021-04-01 08779893 c:OtherMiscellaneousReserve 2023-03-31 08779893 c:OtherMiscellaneousReserve 2022-03-31 08779893 c:OtherMiscellaneousReserve 2021-04-01 08779893 c:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 08779893 c:RetainedEarningsAccumulatedLosses 2023-03-31 08779893 c:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 08779893 c:RetainedEarningsAccumulatedLosses 2022-03-31 08779893 c:RetainedEarningsAccumulatedLosses 2021-04-01 08779893 d:FRS101 2022-04-01 2023-03-31 08779893 d:Audited 2022-04-01 2023-03-31 08779893 d:FullAccounts 2022-04-01 2023-03-31 08779893 d:PrivateLimitedCompanyLtd 2022-04-01 2023-03-31 iso4217:GBP xbrli:pure

Registered number: 08779893










OSB (HOLDCO 2) LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

 
OSB (HOLDCO 2) LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors of OSB (Holdco 2) Limited (the 'Company') present their report and the audited financial statements for the year ended 31 March 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the audited financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the audited financial statements unless they are 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 audited 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 to enable them to ensure that the audited financial statements comply with the Companies Act 2006They are 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.

Principal activity, review of the business and future developments

The Company has continued its business of investment holding in the United Kingdom. No changes in the Company’s principal activity are anticipated in the foreseeable future. The Company's shareholding in its associate YC Shepherd's Bush Limited was diluted in the year from 24.5% to 18.9% following a capital injection from the other shareholder, YC SBM Holdings Limited. As a result of the dilution, the Company is no longer considered able to exercise significant influence over the investee; the investment in associate has therefore been reclassified to unlisted investments. See Note 7 for further details.

Going concern

The directors have determined that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the ultimate parent company, Land Securities Group PLC (together with its subsidiaries referred to as the ‘Group’). The directors’ going concern assessment covers the period to 31 March 2025 and confirmation has been received that Land Securities Group PLC will support the Company until this date, so long as the Company remains a subsidiary of Land Securities Group PLC. If the Company was sold within the next 12 months from 31 March 2024, confirmation has been received that Land Securities Group PLC would ensure the Company remains in a position to continue as a going concern at the point of sale. The Company’s ability to meet its future liabilities is therefore dependent on the financial performance, position and liquidity of the Group as a whole. At the Group level, considerations included potential risks and uncertainties in the business, credit, market, property valuation and liquidity risks, including the availability and repayment profile of bank facilities, as well as forecast covenant compliance. Stress testing has been carried out to ensure the Group has sufficient cash resources to continue in operation for the period to 31 March 2025. This stress testing modelled a scenario with materially reduced levels of cash receipts over the next 12 months. Based on these considerations, together with available market information and the directors’ knowledge and experience of the Company, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2023.

Results for the year and dividend

The results are set out in the Statement of Comprehensive Income on page 6. 

The directors do not recommend the payment of a dividend for the year ended 31 March 2023 (2022: £Nil). 

Directors

The directors who held office during the year and up to the date of this report unless otherwise stated were:

M J Hood 
U and I Director 1 Limited (appointed 20 October 2022)
U and I Director 2 Limited (appointed 20 October 2022)
Page 1

 
OSB (HOLDCO 2) LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


Indemnity

The Company has made qualifying third party indemnity provisions for the benefit of the respective directors which were in place throughout the year and which remain in place at the date of this report.

Small companies exemption

The Directors' Report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

Strategic report

The Company has taken advantage of the exemption under s414B of the Companies Act 2006 not to prepare a Strategic Report. 

Statement of disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
the director 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 auditor is aware of that information.


Registered Office

100 Victoria Street

London

SW1E 5JL
This report was approved by the Board and signed on its behalf.
 
 



A Peeke, for and on behalf of U and I Company Secretaries Limited
Company Secretary

Date: 13 March 2024

Registered and domiciled in England and Wales
Registered number: 08779893
Page 2

 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OSB (HOLDCO 2) LIMITED
 

Opinion
 
We have audited the financial statements of OSB (Holdco 2) Limited (the ‘Company’) for the year ended 31 March 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 13, 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 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

give a true and fair view of the Company's affairs as at 31 March 2023 and of its profit 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 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 Company's ability to continue as a going concern for a period to 31 March 2025.

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 concern.

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 this 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 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 the 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 Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 
the Directors’ Report has been prepared in accordance with applicable legal requirements.
Page 3

 
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OSB (HOLDCO 2) LIMITED (CONTINUED)


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 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 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’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies’ exemptions in preparing the Directors’ report and from the requirement to prepare a Strategic report.
 
Responsibilities of the directors

As explained more fully in the directors’ responsibilities statement set out on page 1, 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 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 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.  

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 which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework (FRS 101 "Reduced Disclosure Framework" and the Companies Act 2006) and the relevant tax regulations in the United Kingdom, including the UK Real Estate Investment Trust (REIT) regulations.
We understood how the Company is complying with those frameworks by identifying the Company's policies and procedures regarding compliance with laws and regulations. We also identified those members of the Company who have the primary responsibility for ensuring compliance with laws and regulations, and for reporting any known instances of non-compliance to those charged with governance.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by reviewing the Land Securities Group risk register and through enquiry with the Company's Management during the planning and execution phases of the audit. Where the risk was considered to be higher we performed audit procedures to address each identified fraud risk, specifically the risk over the valuation of unlisted investments.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved:
°Enquiry of Management, and when appropriate, those charged with governance of the Company regarding their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements;
°Reading minutes of meetings of those charged with governance;
°Obtaining and reading correspondence from legal and regulatory bodies, including HMRC; and
°Journal entry testing, with a  focus on  manual journals and  journals indicating large or  unusual transactions based on  our understanding of the business.

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 auditor’s report.
Page 4

 
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OSB (HOLDCO 2) 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 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 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 Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.  



15 March 2024
Neil Warnock (Senior statutory auditor)
 
For and behalf of
Ernst & Young LLP, Statutory Auditor
Belfast

  

Page 5

 
OSB (HOLDCO 2) LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
Notes
£000
£000

Administrative expenses
       4  
(9)
(64)

Operating loss
  
(9)
(64)

Fair value increase of unlisted investments
       8 
1,697
-

Interest income
       5
95
-

Interest expense
       5
(40)
(40)

Profit/(Loss) before tax
  
1,743
(104)

Taxation
       6
(18)
-

Profit/(Loss) and total comprehensive income for the financial year
  
1,725
(104)

  

There were no recognised gains or losses for 2023 or 2022 other than those included in the Statement of Comprehensive Income.

All amounts are derived from continuing activities.
Page 6

 
OSB (HOLDCO 2) LIMITED
REGISTERED NUMBER:08779893

BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Notes
£000
£000

  

Non-current assets
  

Investment in associate
       7
-
2,500

Unlisted investments
       8 
4,197
-

  
4,197
2,500

Current assets
  

Cash and cash equivalents
       9
-
3

Current liabilities
  
-
3

Trade and other payables
      11
(378)
(364)

Amounts owed to Group undertakings
      10
(3,048)
(3,093)

Non-current liabilities
  
(3,426)
(3,457)

Trade and other payables
      11
(400)
(400)

Net assets/(liabilities)
  
371
(1,354)


Capital and reserves
  

Share capital
      12
-
-

Share premium
  
5,950
5,950

Capital contribution
  
15,000
15,000

Retained loss
  
(20,579)
(22,304)

Total deficit
  
371
(1,354)



The financial statements on pages 6 to 15 were approved by the Board of Directors and were signed on its behalf by: 



C Lund, for and on behalf of U and I Director 1 Limited
Director

Date: 13 March 2024
Page 7

 
OSB (HOLDCO 2) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Share capital
Share premium
Capital contribution
Retained loss
Total deficit

£000
£000
£000
£000
£000


At 1 April 2021
-
5,950
15,000
(22,200)
(1,250)



Total comprehensive loss for the financial year
-
-
-
(104)
(104)



At 31 March 2022
-
5,950
15,000
(22,304)
(1,354)



Total comprehensive income for the financial year
-
-
-
1,725
1,725


At 31 March 2023
-
5,950
15,000
(20,579)
371
Page 8

 
OSB (HOLDCO 2) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.Accounting policies

 
1.1

Basis of preparation

The financial statements have been prepared on a going concern basis and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' ('FRS 101') and the Companies Act 2006. The financial statements are prepared under the historical cost convention. 
During the year, the Company changed its reporting framework from Financial Reporting Standard 102 ('FRS 102') the Financial Reporting Framework applicable in the UK and Republic of Ireland to Financial Reporting Standard 101 'Reduced Disclosure Framework' ('FRS 101') in order to align with the accounting framework of its ultimate parent company Land Securities PLC. Refer to Note 2 - changes in accounting policies for further information. There are no associated material implications of this change and therefore no third balance sheet has been presented.

OSB (Holdco 2) Limited) Limited (the ‘Company’) is a private company limited by shares and is incorporated, domiciled and registered in England and Wales (Registered number: 08779893). The nature of the Company’s operations is set out in the Directors' Report on page 1. The results of the Company are included in the consolidated financial statements of Land Securities Group PLC which are available from the Company's registered office at 100 Victoria Street, London, SW1E 5JL.

The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 March 2023. The financial statements are prepared in Pounds Sterling (£) and are rounded to the nearest thousand pounds (£000) unless otherwise stated.

 
1.2

Financial reporting standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets; and
 - paragraphs 76 and 79(d) of IAS 40 Investment Property.
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

The equivalent disclosures relating to IFRS 7, IFRS 13 and IAS 36 are included in the consolidated financial statements of Land Securities Group PLC, in which the entity is consolidated.

  
1.3

Investment in associate

Investments in associates are stated at cost in the Company's Balance Sheet, less any provision for impairment in value (See 1.10).

  
1.4

Unlisted investments

Unlisted investments are financial assets held at fair value, which is based on the Company's equity share of the net assets of the investee. Changes to fair value are recognised in the Statement of comprehensive income.

  
1.5

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or fewer.

  
1.6

Share capital

Ordinary shares are classified as equity.

Page 9

 
OSB (HOLDCO 2) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.Accounting policies (continued)

  
1.7

Going concern

The directors have determined that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the ultimate parent company, Land Securities Group PLC (together with its subsidiaries referred to as the ‘Group’). The directors’ going concern assessment covers the period to 31 March 2025 and confirmation has been received that Land Securities Group PLC will support the Company until this date, so long as the Company remains a subsidiary of Land Securities Group PLC. If the Company was sold within the next 12 months from 31 March 2024, confirmation has been received that Land Securities Group PLC would ensure the Company remains in a position to continue as a going concern at the point of sale. The Company’s ability to meet its future liabilities is therefore dependent on the financial performance, position and liquidity of the Group as a whole. At the Group level, considerations included potential risks and uncertainties in the business, credit, market, property valuation and liquidity risks, including the availability and repayment profile of bank facilities, as well as forecast covenant compliance. Stress testing has been carried out to ensure the Group has sufficient cash resources to continue in operation for the period to 31 March 2025. This stress testing modelled a scenario with materially reduced levels of cash receipts over the next 12 months. Based on these considerations, together with available market information and the directors’ knowledge and experience of the Company, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2023.

  
1.8

Expenses

Management and administrative expenditure is expensed as incurred.

  
1.9

Income taxation

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the tax payable on the taxable income for the year and any adjustment in respect of previous years. Deferred tax is provided in full using the Balance Sheet liability method on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the asset is realised, or the liability is settled.
No provision is made for temporary differences (i) arising on the initial recognition of assets or liabilities, other than on a business combination, that affect neither accounting nor taxable profit and (ii) relating to investments in subsidiaries to the extent that they will not reverse in the foreseeable future.

  
1.10

Impairment

The carrying amounts of the Company’s non-financial assets, other than investment properties, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see below). An impairment loss is recognised in the Statement of Comprehensive Income whenever the carrying amount of an asset exceeds its recoverable amount.

The recoverable amount of an asset is the greater of its fair value less costs to sell and its value in use. The value in use is determined as the net present value of the future cash flows expected to be derived from the asset, discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount after the reversal does not exceed the amount that would have been determined, net of applicable depreciation, if no impairment loss had been recognised.

  
1.11

Intercompany loans

Amounts owed to Group undertakings
Amounts owed to Group undertakings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, amounts owed to Group undertakings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the Statement of Comprehensive Income over the period of the loan, using the effective interest method.

  
1.12

Dividends

Final dividend distributions to the Company’s shareholders are recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.

  
1.13

Trade and other payables

Trade and other payables with no stated interest rate and payable within one year are recorded at transaction price.

Page 10

 
OSB (HOLDCO 2) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.


Changes in accounting policies and standards

The accounting policies used in these financial statements are consistent with those applied in the last annual financial statements, as amended where relevant to reflect the adoption of new standards, amendments and interpretations which became effective in the year. There have been no new accounting standards, amendments or interpretations during the year that have a material impact on the financial statements of the Company. 

TheCompany presents its financial statements in accordance with FRS 101 for the financial year ended 31 March 2023 for the first time. For periods up to and including the year ended 31 March 2022, the Company prepared its financial statements in accordance with FRS 102. The date of transition to FRS 101 was 1 April 2021. Accordingly, the Company has prepared financial statements that comply with FRS 101 applicable as at 31 March 2023, together with the comparative period data for the year ended 31 March 2022, as described in the summary of significant accounting policies. The Company assessed the impact of this change and concluded that there are no associated material implications of this change in accounting policies and therefore no third balance sheet as of 1 April 2021 has been presented in these financial statements.


Amendments to accounting standards

A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the Company, none of which are expected to have a material impact on the financial statements of the Company.

3.


Significant accounting judgements and estimates

The Company’s significant accounting policies are stated in note 1 above. Not all of these significant accounting policies require management to make difficult, subjective or complex judgements or estimates. The following is intended to provide an understanding of the policies that management consider critical because of the level of complexity, judgement or estimation involved in their application and their impact on the financial statements. These estimates involve assumptions or judgements in respect of future events. Actual results may differ from these estimates.

Estimates

(a) Fair value of unlisted investments

Unlisted investments are measured at fair value. The estimation of fair value is based on the Company's equity share of the net assets of the investee, YC Shepherds Bush Limited. The net assets of the investee are taken from the investee's most recent audited financial statements, being 31 December 2022.

The audited financial statements for the year ending 31 December 2022 are considered to give an accurate representation of the investee's closing position at 31 March 2023. The net asset value as per December 2022 financial statements have been corroborated with the management accounts as at 31 March 2023 of the investee to assess the likelihood of there being significant movements on the balances. The financial information reflected in the March 2023 management accounts has been assessed to be in line with the December 2022 audited figures; no significant movements have been identified thus the closing net assets used to determine fair value are considered appropriate.

(b) Amounts owed by Group undertakings

Intercompany debtors are assessed annually to determine if there is any indication that the debtor might be impaired based on the underlying assets of the counterparty and external evidence.



(c) Trade and other receivables

A provision for impairment is established where there is evidence that the Company will not be able to collect all amounts due according to the original terms of the debtors concerned. A reversal of impairment will be recorded where there is objective evidence that the Company will be able to collect those amounts due that were previously provided for.
Page 11

 
OSB (HOLDCO 2) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

4.


Management and administrative expenses

(a) Management services
 
The Company had no employees during the year (2022: None). Management services were provided to the Company throughout the year by Land Securities Properties Limited (2022: U and I Group Limited), a fellow subsidiary undertaking, charges for which amount to £Nil (2022: £44,000).
 
(b) Directors’ remuneration
 
The Company’s directors' emoluments are borne by Land Securities Properties Limited (2022: U and I Group Limited). The directors of the Company, who are key management personnel of the Company, received no emoluments from Land Securities Properties Limited (2022: U and I Group Limited) for their services to the Company (2022: £Nil).
 
(c) Auditor remuneration
 
The Company auditor’s remuneration is borne by Land Securities Properties Limited (2022: LS Development Holdings Limited). The proportion of the remuneration which relates to the Company amounts to £5,713 (2022: £5,620). No non-audit services were provided to the Company during the year (2022: None).
(d) Non-recoverable VAT
Non-recoverable VAT worth £9,000 (2022: £1,000) was written off.
(e) Finance exit fees
In the prior year, £18,000 of fees were paid in exiting the previous financing arrangement.
 

5.


Interest income / (Interest expense)

2023
2022
£000
£000

Interest income


Interest on amounts due from Group undertakings
95
-

95
-

Interest expense


Interest on preference shares
(40)
(40)

(40)
(40)


6.


Taxation


2023
2022
£000
£000



Income tax on profit(loss) for the year
18
-

Total tax on profit/(loss) in the Statement of Comprehensive Income
18
-
Page 12

 
OSB (HOLDCO 2) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
 
6.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022: higher than) the standard rate of corporation tax in the UK of 19% (2022: 19%). The differences are explained below:

2023
2022
£000
£000


Profit/(loss) before tax
1,743
(104)


Profit/(loss) before tax multiplied by UK corporation tax rate
331
(20)

Effects of:


Deduct exempt losses in the year
9
-

Non-taxable income
(322)
-

Movement on deferred tax not recognised
-
1

Other temporary differences
-
2

Group relief surrendered for nil consideration
-
17

Total tax charge for the year
18
-

Land Securities Group PLC is a Real Estate Investment Trust (REIT). As a result the Company does not pay UK corporation tax on the profits and gains from qualifying rental business in the UK provided it meets certain conditions. Non-qualifying profits and gains of the Company continue to be subject to corporation tax as normal.

Deferred tax has not been recognised as it is not probable that taxable profit will be available against which the tax deductions can be offset in the foreseeable future.



7.


Investment in associate

2023
2022
      £000
      £000

At April 1

2,500

2,500

Transfer to unlisted investments

(2,500)

-

At 31 March

-

2,500


At the beginning of the year, the Company owned 24.5% of YC Shepherds Bush Limited which was previously recognised as an associate and draws up accounts to 31 March 2023. YC Shepherds Bush Limited was an associate between OSB (Holdco 2) Limited and YC SBM Holdings Limited, which owns and manages a shopping centre. The investee operates its business of property investment and development in the United Kingdom.

On 1 December 2022, the Company's share in YC Shepherds Bush was diluted from 24.5% to 18.9% as a result of a capital injection from YC SBM Holdings Limited. Following the dilution, the Company is no longer able to exercise significant influence over the investee. At the date of dilution, the investment has therefore been reclassified to unlisted investments and remeasured to fair value in accordance with IFRS 9 - see Note 8.
 
Page 13

 
OSB (HOLDCO 2) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

8.


Unlisted investments

2023
2022
£000
£000



At April 1
-
-

Transfer from investment in associate
2,500
-

Fair value increase of unlisted investments
1,697
-

At 31 March
4,197
-

The unlisted investment of the Company is YC Shepherds Bush Limited, which is a property development business, incorporated in England and Wales. The Company owns 18.9% of the share capital, the class of shares owned are £1 ordinary shares.

At the beginning of the year, the carrying value of the investment in associate was measured at cost of £2,500,000 (2022: £2,500,000). Following the reclassification to unlisted investments, the investment is now measured at fair value in accordance with IFRS 9. A fair value increase of £1,697,000 (2022: £Nil) has been recognised in the Statement of Comprehensive Income as a result of the Company's share of net assets becoming higher than the carrying value. 


9.


Cash and cash equivalents

2023
2022
£000
£000

Cash at bank and in hand
-
3

Total cash and cash equivalents
-
3



10.


Amounts owed to Group undertakings

2023
2022
£000
£000

Amounts owed to Group undertakings
3,048
3,093

Total amounts owed to Group undertaking
3,048
3,093


The unsecured amounts owed to Group undertakings are repayable on demand with no fixed repayment date. Interest is charged at 4.25% per annum (2022: Nil).


11.


Trade and other payables

2023
2022
£000
£000



Current tax liabilities
18
-

Accruals
360
364

Total current trade and other payables
378
364



Preference shares classified as debt (note 12)
400
400

Total trade and other payables
778
764

Page 14

 
OSB (HOLDCO 2) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

12.


Share capital

                                                                                                           Authorised and issued       Allotted and fully paid

   2023
Number
   2022
Number
      2023
£
      2022
£
Ordinary shares classified as equity

Ordinary shares of £1.00 each

103

103

103
 
103
 

103

103

103
 
103
 
Preference shares classified as debt

Preference shares of £1,000 each

400

400

400,000
 
400,000
 

400

400

400,000
 
400,000
 

The preference shares carry no voting rights and has entitlement to an annual cumulative preference dividend equal to 10% of nominal amount. It also has priority return upon liquidation or other return of capital in respect of arrears or preference dividend and the nominal value of the preference shares and following a catch up right in respect of payments on the ordinary shares, any remaining proceeds are to be split 35% to the holders of preference shares and 65% to the holders of ordinary shares.


13.


Parent company

The immediate parent company is OSB (Holdco 1) Limited.
The ultimate parent company and controlling party at 31 March 2023 was Land Securities Group PLC, which is registered in England and Wales.
Consolidated financial statements for the year ended 31 March 2023 for Land Securities Group PLC can be obtained from the Company Secretary at the registered office of the ultimate parent company, 100 Victoria Street, London, SW1E 5JL, and from the Group website at www.landsec.com. This is the largest and smallest Group to include these financial statements in its consolidated financial statements. 

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