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REGISTERED NUMBER: 13216128 (England and Wales)










REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

HEIMSTADEN HOLDING UK LTD

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022




Page

Company Information 1

Report of the Directors 2

Independent Auditors' Report 5

Statement of Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


HEIMSTADEN HOLDING UK LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2022







Directors: Mr A Kumar
Mr. C S Birrell
Mr E G A Rats
Mr T A Hansen





Secretary: Dentons Secretaries Limited





Registered office: One Fleet Place
London
EC4M 7WS





Registered number: 13216128 (England and Wales)





Auditors: Lubbock Fine LLP
Chartered Accountants and Statutory Auditors
Paternoster House
65 St Paul's Churchyard
London
EC4M 8AB

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

Principal activity
The principal activity of the company in the year under review was that of a holding company.

Review of business
Heimstaden Holding UK Ltd is a holding company registered in England, company registration number 13216128. The Company holds investments in residential real estate companies namely Bar Stone Residential Limited, Bar Stone Developments Limited, Lyonsdown Developments Limited, Soho Loop Limited and Edinburgh Abode. These real estate companies own residential units and developments in Greater London Area, Birmingham and Edinburgh.

The Company is indirectly owned by Heimstaden AB, which is a residential real estate investment and asset management company, providing investment and asset management services to Heimstaden Bostad AB ("the Group"), an investment property company who own and operate c,160,000 homes in 9 countries around Europe.


Principal risks
Economic environment and impact on subsidiary property values
Current financial climate, increase in energy prices, increase in interest rates and a very volatile and uncertainty in the market is the principal risk at the moment. High energy prices and increase in cost of living will be a key factor which the tenant will keep in mind before choosing where to stay. Our commitment to reducing our customers' energy costs is underscored by a sustainability programme, which lowers energy and water usage. Our assessment is that there is strong demand for homes across Europe, underpinned by long-term trends such as urbanisation and smaller household sizes. The Directors assessment is that development of new homes is slowing a lot, which will only add to the underlying shortage of homes.

We expect housing scarcity to remain a feature in UK for the near future. The directors consider this is supportive for values and we are confident in the underlying value of residential real estate and therefore the carrying value of the Company's investments in subsidiaries over the medium to longer term (see note 2 and 3 for consideration of indicators of impairment).

Development and related counterparty risk
In the UK we consider there to be little existing rental stock in the market that matched our strategic requirements. Because of this, the Group and Company considered investments in subsidiaries that carry out newbuilds are the only viable investment opportunity for the Company. The Company and its subsidiaries do not take on development risk, but partner with developers who retain all risks related to zoning, planning, and construction. To mitigate counterparty risk, we perform thorough due diligence and only partner with robust and experienced developers. The contracts in the subsidiaries that carry out newbuilds are structured as forward funding contracts, where payment is made at certain construction milestones up to delivery. The Group and Company's policy is for forward purchase or forward funding commitments to make up no more than 10% of the fair value of investment properties at any time.

Funding, liquidity and interest rate risk
The Company's future funding needs for investments and investment obligations are funded by the Group, Heimstaden Bostad AB, providing long-term intra-group loans and capital contribution to the Company.

The Group's diversified debt maturity profile, with limited maturities in the next 12 months and available bank financing in substantial volumes provides flexibility to liability management in the coming quarters. As a leading owner and operator of European residential real estate, the Group have strong operational performance, a solid capital structure and committed shareholders to weather the inflationary storm. Rising interest rates may increase financing costs for the Company and the Group and negatively impact profitability. According to the Group's financial policy, the Group shall maintain at least 75% of its loan portfolio at fixed rates, which is managed with loans and bonds at fixed interest rates and interest-rate swaps.

Events since the end of the year
Information relating to events since the end of the year is given in the notes to the financial statements.

Directors
The directors who have held office during the period from 1 January 2022 to the date of this report are as follows:

Ms C M Juer - resigned 18 February 2022
Mr H Krogsbol - resigned 27 February 2023
Mr A Regland - resigned 27 February 2023
Mr P J Cooper - appointed 18 February 2022, resigned 27 February 2023
Ms E C Price - resigned 27 February 2023
Mr A Kumar - appointed 27 February 2023
Mr T A Hansen - appointed 27 February 2023
Mr E G A Rats - appointed 27 February 2023
Mr C S Birrell - appointed 27 February 2023


HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2022

Going concern
In making their assessment of going concern from the date of approval of these financial statements until at least 12 months from the date these financial statements were approved, the directors have carefully considered the Company's prospects:

- The Company's business activities, together with management's current view of circumstances likely to affect its future development, performance, and financial position.
- The financial position of Heimstaden Bostad AB ("the Group") and the Company, its principal risks and uncertainties, its cash flows and net cash position, and policies for managing financial risk.
- Recent detailed financial forecasts and analysis.

The Directors have obtained a letter of financial support from Heimstaden Bostad AB, covering at least 12 months from the date these financial statements were approved. The Directors of Heimstaden Bostad AB issued a press statement on 19 December 2023 in response to S&P's investment grade rating reconfirming that Heimstaden Bostad remains an investment grade entity backed by eight consecutive quarters of improved net operating income and continues to handle debt maturities well in advance and maintains a strong liquidity position.

Based on the assessment outlined above, the Directors have reasonable expectations that the Company will have adequate resources to continue to operate for at least 12 months from the date these financial statements were approved. Accordingly, they have adopted the going concern basis in preparing the financial statements.

Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
- provide additional disclosures when compliance with the specific requirements in FRS 101 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company financial position and financial performance;
- state whether applicable UK Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is appropriate to presume that the Company will not 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors
All of the current directors have taken all the steps they ought to have taken to make themselves aware of any information needed by the Company's auditor for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors are unaware.

Auditors
During the year Lubbock Fine LLP were appointed as auditors and will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006.


HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2022

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:



Mr A Kumar - Director


8 April 2024

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
HEIMSTADEN HOLDING UK LTD

Opinion
We have audited the financial statements of Heimstaden Holding U.K. Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 '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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 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 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.

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

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
HEIMSTADEN HOLDING UK LTD

-the directors were 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 Directors' Report and from the requirement to prepare a
Strategic Report.

Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which out procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:

-Enquiries of management, including obtaining and reviewing supporting documentation, concerning the company's policies
and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
- the internal controls established to mitigate risks related to fraud or non-compliance of laws and regulations; and
-Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any
potential indicators of fraud. The engagement team includes audit partners and staff who have extensive experience of
working with entities in similar sectors and this experience was relevant to the discussion about where fraud risks might
arise.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 101 and UK tax laws and regulations.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included health and safety regulations, employment law, environmental regulations, and landlord regulations etc.

As a result of these procedures, we considered the particular areas that were susceptible to misstatement due to fraud were in respect of management override. Our procedures to respond to risks identified included the following:

-reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct effect on the financial statements;
-enquiring of management concerning actual and potential litigation and claims;
-performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
-in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias;
and evaluating the rationale of any significant transactions that are unusual or outside the normal course of the company's
operations.


INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
HEIMSTADEN HOLDING UK LTD

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.




Andrew Noton (Senior Statutory Auditor)
for and on behalf of Lubbock Fine LLP
Chartered Accountants and Statutory Auditors
Paternoster House
65 St Paul's Churchyard
London
EC4M 8AB

10 April 2024

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

Period
22/2/21
Year Ended to
31/12/22 31/12/21
Notes £    £   

TURNOVER 251,283 -

Administrative expenses (1,166,936 ) (108,728 )
OPERATING LOSS (915,653 ) (108,728 )

Interest receivable and similar income 5 6,571,954 1,096,033
5,656,301 987,305

Interest payable and similar expenses 6 (6,806,394 ) (858,926 )
(LOSS)/PROFIT BEFORE TAXATION 7 (1,150,093 ) 128,379

Tax on (loss)/profit 8 35,195 (774 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(1,114,898

)

127,605


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE (LOSS)/INCOME
FOR THE YEAR

(1,114,898

)

127,605

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

BALANCE SHEET
31 DECEMBER 2022

31/12/22 31/12/21
Notes £    £   
FIXED ASSETS
Investments 9 46,824,044 19,825,005

CURRENT ASSETS
Debtors: amounts falling due within one year 10 31,830,829 110,882
Debtors: amounts falling due after more than one
year

10

150,422,416

68,114,399
Cash at bank 1,838,590 2,009,230
184,091,835 70,234,511
CREDITORS
Amounts falling due within one year 11 (275,049 ) (22,985 )
NET CURRENT ASSETS 183,816,786 70,211,526
TOTAL ASSETS LESS CURRENT
LIABILITIES

230,640,830

90,036,531

CREDITORS
Amounts falling due after more than one year 12 (165,116,694 ) (50,903,312 )

PROVISIONS FOR LIABILITIES 13 (13,094,934 ) (1,500,000 )
NET ASSETS 52,429,202 37,633,219

CAPITAL AND RESERVES
Called up share capital 14 300,000 300,000
Share premium 29,750,000 29,750,000
Retained earnings 15 22,379,202 7,583,219
SHAREHOLDERS' FUNDS 52,429,202 37,633,219

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 8 April 2024 and were signed on its behalf by:





Mr A Kumar - Director


HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Changes in equity
Issue of share capital 300,000 - 29,750,000 30,050,000
Capital contribution - 7,455,614 - 7,455,614
Total comprehensive income - 127,605 - 127,605
Balance at 31 December 2021 300,000 7,583,219 29,750,000 37,633,219

Changes in equity
Capital contribution - 15,910,881 - 15,910,881
Total comprehensive loss - (1,114,898 ) - (1,114,898 )
Balance at 31 December 2022 300,000 22,379,202 29,750,000 52,429,202

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

1. STATUTORY INFORMATION

Heimstaden Holding UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to
127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS
1;
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 of paragraph 74(b) of IAS 16;
the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or
more members of a group;
the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Interest income/(expense)
Interest income/(expense) is recognised using the effective interest rate method. In calculating interest income/(expense), the effective interest rate is applied to the gross carrying amount of the asset, when the asset is not impaired or to the amortised cost of the liability for interest expense.

Turnover
The Company earns revenue from recharging administrative costs incurred to fellow group companies at a mark-up. The company acts as principal as it has control over the services before transfer to fellow group companies. The Company recognises the gross amount of consideration as revenue.

Turnover is recognised as the fair value of consideration received or receivable for the sale of services in the ordinary course of business and is shown net of Value Added Tax.

Revenue is recognised in the period that the costs to be recharged are incurred. At this point the performance obligations are deemed to be satisfied. Revenue not recognised at the period end is classified as deferred income in the Balance Sheet.

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets
The Company's financial assets, comprising prepayments and other debtors as well as intercompany loan, are recognised initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. A provision for impairment of financial assets is established based on the expected credit loss. Gains and losses are recognised in profit or loss when the asset is derecognised, modified, or impaired.

Financial assets are discounted when the time value of money is considered material.

Financial liabilities
The Company's financial liabilities comprise only trade and other creditors as well as intercompany loan, and are treated as financial liabilities, recognised initially at fair value and subsequently measured at amortised cost. Financial liabilities are discounted when the time value of money is considered material.

Cash
Cash is represented by cash in hand and deposits with financial institutions.

Investments in subsidiaries
Investments in subsidiary undertakings are stated at purchase cost of acquisition (including any incidental cost of acquisition and the directors' estimate of contingent consideration) less accumulated impairment losses. Contingent consideration is estimated by the directors at the date of acquisition and each subsequent balance sheet date until paid using information available at those dates. Provision for contingent consideration is discounted where material. Where, in the opinion of the directors, there has been a diminution in the value of the investments, appropriate provisions are made and charged to the income statement. Income from investments is recognised when entitlement to dividends is established.

In assessing whether there is any indication that any investment in subsidiaries may be impaired, the Company takes into account, among other things, the following points:

- If there are observable indications that the asset's value has declined during the period significantly more than would be expected as a result of the passage of time or normal use.
- Significant changes with an adverse effect on the entity have taken place during the period, or will take place in the near future, in the market, economic or legal environment in which the entity operates or in the market to which an asset is dedicated.
- Market interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset's value in use and decrease the asset's recoverable amount materially.
- The carrying amount of the net assets of the entity is more than its market capitalisation.
- Evidence is available of obsolescence or physical damage of an asset.
- Significant changes with an adverse effect on the entity have taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be used. These changes include the asset becoming idle, plans to discontinue or restructure the operation to which an asset belongs, plans to dispose of an asset before the previously expected date, and reassessing the useful life of an asset as finite rather than indefinite.
- Evidence is available from internal reporting that indicates that the economic performance of an asset is, or will be, worse than expected.

Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reasonable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit and loss in the year that the Company becomes aware of the obligation and are measured at the best estimate in the Balance Sheet date of the expenditure to settle the obligation, taking into account relevant risk and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

2. ACCOUNTING POLICIES - continued

Taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates items recognised in other comprehensive income or directly in equity in which case the tax is recognised in other comprehensive income or directly in equity, respectively.

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date.

Transactions and calculations for which the ultimate tax determination is uncertain may arise during the ordinary course of business. Should an uncertain tax position arise, where a risk of an additional tax liability has been identified and it is considered probable that the Company will be required to settle that tax, a tax provision is recognised. This is assessed on a case-by-case basis.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination that at the time of the transaction affects neither the accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised, for example in respect of carried forward losses.

Consolidation
The financial statements contain information about Heimstaden Holding UK Ltd as an individual Company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of Section 399 of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern
In making their assessment of going concern from the date of approval of these financial statements until at least 12 months from the date these financial statements were approved, the directors have carefully considered the Company's prospects:

- The Company's business activities, together with management's current view of circumstances likely to affect its future development, performance, and financial position.
- The financial position of Heimstaden Bostad AB (or "the Group") and the Company, its principal risks and uncertainties, its cash flows and net cash position, and policies for managing financial risk.
- Recent detailed financial forecasts and analysis.

The Directors have obtained a letter of financial support from Heimstaden Bostad AB, covering at least 12 months from the date these financial statements were approved. The Directors of Heimstaden Bostad AB issued a press statement on 19 December 2023 in response to S&P's investment grade rating reconfirming that Heimstaden Bostad remains an investment grade entity backed by eight consecutive quarters of improved net operating income and continues to handle debt maturities well in advance and maintains a strong liquidity position.

Based on the assessment outlined above, the Directors have reasonable expectations that the Company will have adequate resources to continue to operate for at least 12 months from the date these financial statements were approved. Accordingly, they have adopted the going concern basis in preparing the financial statements.

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of investments in subsidiaries
Investments in subsidiaries are measured at cost. The investments are reviewed annually to analyse if any impairments on these have arose. This is determined by reference to the net asset values of the subsidiary companies and, if necessary, an estimate of their recoverable amount by considering both a reletting and divestment scenario of the subsidiary companies investment property portfolios. Such estimates may have a material impact on the carrying value of the investments.

Contingent consideration
On 31 March 2022, Heimstaden Holding UK Limited acquired 100% of Edinburgh Abode S.A.R.L. The consideration for the acquisition includes contingent consideration that is based on the cost efficiency of developing the property, assuming an agreed asset value of £124,400,000. The deferred consideration cannot be less than zero.

As of 31 December 2022, the property was still under construction and management therefore used its judgement to arrive at its best estimate of the investment cost, which may be subject to future adjustment when the property is practically complete. This estimate is based on the agreed asset value less forecast development expenditure less a latent tax gain. Further details of the deferred consideration are given in note 13 of the accounts and is expected to be settled at the time of practical completion of the building currently estimated for the final quarter of 2024.

4. EMPLOYEES AND DIRECTORS

There are no employees other than Directors. The Directors consider their services related to the Company are inconsequential compared to the total amount of time they spend on other activities with related parties and, as such, no apportionment of their remuneration to the Company has been made.

5. INTEREST RECEIVABLE AND SIMILAR INCOME
Period
22/2/21
Year Ended to
31/12/22 31/12/21
£    £   
Interest receivable from group undertakings 6,571,954 1,096,033

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
22/2/21
Year Ended to
31/12/22 31/12/21
£    £   
Interest payable to group undertakings 6,274,263 858,926
Unwinding of discount on contingent consideration 532,131 -
6,806,394 858,926

7. (LOSS)/PROFIT BEFORE TAXATION

The loss before taxation (2021 - profit before taxation) is stated after charging:
Period
22/2/21
Year Ended to
31/12/22 31/12/21
£    £   
Foreign exchange differences 848 -

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

8. TAXATION

Analysis of tax (income)/expense
Period
22/2/21
Year Ended to
31/12/22 31/12/21
£    £   
Current tax:
Tax (4,273 ) 774
Adjustment to prior year tax 23,789 -
Total current tax 19,516 774

Deferred tax (54,711 ) -
Total tax (income)/expense in statement of comprehensive income (35,195 ) 774

Factors affecting the tax expense
The tax assessed for the year is higher (2021 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

Period
22/2/21
Year Ended to
31/12/22 31/12/21
£    £   
(Loss)/profit before income tax (1,150,093 ) 128,379
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19%
(2021 - 19%)

(218,518

)

24,392

Effects of:
Prior year under provision corporation tax 23,789 -
Disallowable items 159,534 89,555
Non-taxable income - (113,173 )
Tax (income)/expense (35,195 ) 774

The company has recognised deferred tax assets relating to unused tax losses. The deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. The deferred tax assets recognised primarily relates to tax losses carried forward from prior years. Management has assessed the probability of future tax profits based on management accounts for the year ended 31 December 2023, which show profits, and management's forecast for the year ending 31 December 2024, which also indicates profits.

Factors that may affect future tax charges
In the 3 March 2021 Budget, the government announced an increase in the main UK Corporation Tax rate to included measures to support economic recovery to 25%, which was effective from 1 April 2023. This rate was substantively enacted on 24 May 2021.

There were no other factors that may affect future tax charges.

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

9. INVESTMENTS
Shares in
group
undertakings
£   
Cost
At 1 January 2022 19,825,005
Additions 26,999,039
At 31 December 2022 46,824,044
Net book value
At 31 December 2022 46,824,044
At 31 December 2021 19,825,005

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Soho Loop Limited
Registered office: One Fleet Place, London EC4M 7WS
Nature of business: Development of building projects
%
Class of shares: holding
Ordinary 100.00

Bar Stone Developments Limited
Registered office: One Fleet Place, London EC4M 7WS
Nature of business: Letting and operating of own or leased property.
%
Class of shares: holding
Ordinary 100.00

Lyonsdown Developments Limited
Registered office: One Fleet Place, London EC4M 7WS
Nature of business: Development of building projects
%
Class of shares: holding
Ordinary 100.00

Edinburgh Abode SARL
Registered office: 16 Rue Eugene Ruppert, 2453 Luxembourg
Nature of business: Development of building projects
%
Class of shares: holding
Ordinary 100.00

The Company also has the following 100% indirect holdings in subsidiary companies:

Bar Stone Residential Limited
Registered office: One Fleet Place, London EC4M 7WS
Nature of business: Letting and operating of leased property

On 31 March 2022, the Company acquired 100% of the ordinary issued share capital of Edinburgh Abode SARL, a property development business letting and operating of own or leased real estate. Initial consideration and related acquisition costs was £3,598,048. At 31 December 2022 contingent consideration was £12,654,825 discounted to £10,762,804, see note 3.

Amounts owed by group undertakings in more than one year totalling £150,422,416 (2021: £68,114,399), accrue interest at 2.25% and are repayable on 30 June 2026. At inception, the fair value of the receivables was calculated, and the below-market element amounting to £12,273,807 (2021: £9,378,326) was taken to investments. The below-market element is amortised over the loan tenure. For the current year, the amortisation totals £1,758,915 (2021: £595,645).

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

10. DEBTORS
31/12/22 31/12/21
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings 31,380,671 109,682
Other debtors 450,158 1,200
31,830,829 110,882

Amounts falling due after more than one year:
Debtors: Amounts over 1yr 150,422,416 68,114,399

Aggregate amounts 182,253,245 68,225,281

Amounts owed by group undertakings within one year totalling £31,380,671 (2021: £109,682). This loan was unsecured, interest free and repayable on various dates between 8 June 2026 and 15 December 2027.

Included in other debtors is a deferred tax asset of £35,195 (2021: nil) and prepayments and accrued income of £251,946 (2021: £1,200).

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 31/12/21
£    £   
Trade creditors 8,017 9,011
Tax - 774
Accruals and deferred income 267,032 13,200
275,049 22,985

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31/12/22 31/12/21
£    £   
Amounts owed to group 165,116,694 50,903,312

Amounts owed to group undertakings totalling £165,116,694 (2021: £50,903,312) are unsecured, accrue interest at 2.15% and are repayable on various dates between 4 June 2026 and 14 December 2027. At inception, the fair value of the loans was calculated, and the below market element amounting to £15,910,881 (2021: £7,455,614) was taken through equity. The below-market element is amortised over the loan tenure. For the current year, the amortisation totals £1,873,173 (2021: £471,341).

13. PROVISIONS FOR LIABILITIES
31/12/22 31/12/21
£    £   
Other provisions
Contingent consideration 13,094,934 1,500,000

Contingent
considerat
ion
£   
Balance at 1 January 2022 1,500,000
Adjustment during the year 11,594,934
Balance at 31 December 2022 13,094,934

HEIMSTADEN HOLDING UK LTD (REGISTERED NUMBER: 13216128)

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

13. PROVISIONS FOR LIABILITIES - continued

Contingent consideration is related to the acquisition of Lyonsdown Developments Limited and Edinburgh Abode SARL. The earn-out in relation to Lyonsdown Developments Limited amounted to £1.8m (2021: £1.5m), was settled with the seller and paid in February 2023, and the balance relates to Edinburgh Abode SARL. See note 3 for more information regarding the contingent consideration in respect of Edinburgh Abode SARL and Deferred Consideration of £11.3m.

The discount rate used to fair value to contingent consideration for Edinburgh Abode SARL is 6.25%, this is based on market considerations at the time of acquisition.

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/22 31/12/21
value: £    £   
300,000 Ordinary 1 300,000 300,000

15. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2022 7,583,219 29,750,000 37,333,219
Deficit for the year (1,114,898 ) (1,114,898 )
Capital contribution 15,910,881 - 15,910,881
At 31 December 2022 22,379,202 29,750,000 52,129,202

16. RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with wholly owned subsidiaries.

17. POST BALANCE SHEET EVENTS

On 8 February 2023, the Company's subsidiary Lyonsdown Development Ltd, completed its investment property under construction.

On 27 February 2023, the Company's subsidiary Soho Loop Limited, completed the first phase of its investment property under construction. The second and third phase full practical completion was achieved on 22 September 2023.

Soho Loop Residential Limited and Lyonsdown Residential Limited were both incorporated 11 January 2023. Both started trading post year-end after completion and are 100% indirect holdings in subsidiary companies.

18. ULTIMATE CONTROLLING PARTY

The immediate parent Company is Heimstaden Bostad Invest 14 AB, a Company registered in Sweden.

Heimstaden Bostad Invest 14 AB, is a subsidiary of Heimstaden Bostad AB, which in turn is an indirect, fully owned subsidiary of Heimstaden AB, which in turn is a subsidiary of Fredensborg AS and ultimately Fredensborg 1994 AS. Heimstaden Bostad AB, is the smallest undertaking to prepare consolidated financial statements which include the results of the Company. Fredensborg 1994 AS, is the largest undertaking to prepare consolidated financial statements which include the results of the Company. Consolidated financial statements for Heimstaden Bostad AB and Heimstaden AB, are published on the Company's website, respectively, as well as available from the registered office at Östra promenaden 7A, SE-211 28, Malmö, Sweden. Consolidated financial statements for Fredensborg 1994 AS are available from the registered office at Stensberggatan 27, 0170 Oslo, Norway.

The ultimate parent Company is Fredensborg 1994 AS, a Company registered in Norway.