Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31On 19 February 2024, 80 ordinary shares of £1 each were fully issued and paid by Nomura Real Estate Development Co. Ltd (Parent Company) at a subscription price of £253,750, amounting to an aggregated price of £20,300,000. The monies were used to subscribe for shares in the Company's wholly-owned subsidiaries as follows: 127 Charing Cross Road Ltd: The Company subscribed to 40 ordinary shares at a price of £207,500 for a total subscription price of £8,300,000. 247 Tottenham Court Road Ltd: The Company subscribed to 25 ordinary shares at a price of £408,000 for a total subscription price of £12,000,000.Holding company3false2023-01-012truefalse 13006624 2023-01-01 2023-12-31 13006624 2022-01-01 2022-12-31 13006624 2023-12-31 13006624 2022-12-31 13006624 2022-01-01 13006624 1 2023-01-01 2023-12-31 13006624 d:Director5 2023-01-01 2023-12-31 13006624 d:Director6 2023-01-01 2023-12-31 13006624 d:Director6 2023-12-31 13006624 d:Director7 2023-01-01 2023-12-31 13006624 d:Director7 2023-12-31 13006624 d:Director8 2023-01-01 2023-12-31 13006624 d:Director8 2023-12-31 13006624 d:RegisteredOffice 2023-01-01 2023-12-31 13006624 c:CurrentFinancialInstruments 2023-12-31 13006624 c:CurrentFinancialInstruments 2022-12-31 13006624 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 13006624 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 13006624 c:ShareCapital 2023-01-01 2023-12-31 13006624 c:ShareCapital 2023-12-31 13006624 c:ShareCapital 2022-01-01 2022-12-31 13006624 c:ShareCapital 2022-12-31 13006624 c:ShareCapital 2022-01-01 13006624 c:SharePremium 2023-01-01 2023-12-31 13006624 c:SharePremium 2023-12-31 13006624 c:SharePremium 2022-01-01 2022-12-31 13006624 c:SharePremium 2022-12-31 13006624 c:SharePremium 2022-01-01 13006624 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13006624 c:RetainedEarningsAccumulatedLosses 2023-12-31 13006624 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 13006624 c:RetainedEarningsAccumulatedLosses 2022-12-31 13006624 c:RetainedEarningsAccumulatedLosses 2022-01-01 13006624 d:OrdinaryShareClass1 2023-01-01 2023-12-31 13006624 d:OrdinaryShareClass1 2023-12-31 13006624 d:OrdinaryShareClass1 2022-12-31 13006624 d:FRS102 2023-01-01 2023-12-31 13006624 d:Audited 2023-01-01 2023-12-31 13006624 d:FullAccounts 2023-01-01 2023-12-31 13006624 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 13006624 c:WithinOneYear 2023-12-31 13006624 c:WithinOneYear 2022-12-31 13006624 6 2023-01-01 2023-12-31 13006624 e:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13006624










NOMURA REAL ESTATE UK LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
NOMURA REAL ESTATE UK LIMITED
 
 
COMPANY INFORMATION


Directors
A Ogata 
M Ono (resigned 1 April 2023)
Y Hayasaka (appointed 1 April 2023)
J Yamada (appointed 1 April 2024)




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
Directors' report
1 - 2
Independent Auditor's Report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14


 
NOMURA REAL ESTATE UK LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements of Nomura Real Estate UK Limited (the ''Company'') for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the 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 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.
The Company’s principal activity is to manage the investment properties through the subsidiary company (one of them was sold post year end, see Note 10) on behalf of parent company Nomura Real Estate Development Co, Ltd. The Company is loss making which is in line with the directors expectation, the Company has the full support of it’s parent Nomura Real Estate Development who has provided the parent support letter.

Directors

The directors who served during the year were:

A Ogata 
M Ono (resigned 1 April 2023)
Y Hayasaka (appointed 1 April 2023)
J Yamada (appointed 1 April 2024)
 
Page 1

 
NOMURA REAL ESTATE UK LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' 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

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 auditors are aware of that information.

Post balance sheet events

Details of significant events since the balance sheet date are contained in note 10 to the financial statements.

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 directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





Y Hayasaka
Director

Date: 4 July 2024

Page 2

 
NOMURA REAL ESTATE UK LIMITED
 
 
INDEPENDENT AUDITORS' 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 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 11, 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 2023 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.  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.


Page 3

 
NOMURA REAL ESTATE UK LIMITED
 
 
INDEPENDENT AUDITORS' 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 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.


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 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
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 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 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
Page 4

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

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.


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 non-compliance 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 AUDITORS' 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.





Thomas Culhane (Senior statutory auditor)
  
For and on behalf of Ernst & Young LLP, Statutory Auditor
London

05 July 2024  
 





Page 6

 
NOMURA REAL ESTATE UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Administrative expenses
  
(101,464)
(63,565)

Operating loss
  
(101,464)
(63,565)

Loss for the financial year
  
(101,464)
(63,565)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 10 to 14 form part of these financial statements.

Page 7

 
NOMURA REAL ESTATE UK LIMITED

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
161,590,338
79,012,484

  
161,590,338
79,012,484

Current assets
  

Debtors
  
4,302
2

Cash at bank and in hand
 5 
3,278,009
164,470

  
3,282,311
164,472

Creditors: amounts falling due within one year
 6 
(355,950)
(97,411)

Net current assets
  
 
 
2,926,361
 
 
67,061

Total assets less current liabilities
  
164,516,699
79,079,545

  

Net assets
  
164,516,699
79,079,545


Capital and reserves
  

Called up share capital 
 7 
603
302

Share premium account
 8 
164,738,896
79,200,579

Profit and loss account
 8 
(222,800)
(121,336)

  
164,516,699
79,079,545


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.9(b) - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Y Hayasaka
Director

Date: 4 July 2024

The notes on pages 10 to 14 form part of these financial statements.

Page 8

 
NOMURA REAL ESTATE UK LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
202
79,200,579
(57,771)
79,143,010



Loss for the year
-
-
(63,565)
(63,565)

Shares issued during the year
100
-
-
100



At 1 January 2023
302
79,200,579
(121,336)
79,079,545


Comprehensive income for the year

Loss for the year
-
-
(101,464)
(101,464)

Shares issued during the year
301
85,538,317
-
85,538,618


At 31 December 2023
603
164,738,896
(222,800)
164,516,699


The notes on pages 10 to 14 form part of these financial statements.

Page 9

 
NOMURA REAL ESTATE UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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 financial statements have been presented in Pounds Sterling (£), this being the functional currency of the Company and currency of the primary economic environment in which the Company operates. Monetary amounts included in these financial statements are rounded to the nearest £.
The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company and its subsidiaries, (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 from when these financial statements are authorised for issue. 
The Company is loss making which is in line with the directors expectation, the company has the full support of it’s parent Nomura Real Estate Development who has provided the parent support letter.
 

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 10

 
NOMURA REAL ESTATE UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

The company is loss making and thus tax charge is nil in the profit and loss account.

 
2.6

Fixed asset  investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

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

 
2.8

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.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. 


3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 -
£NIL) from the Company for qualifying services.


The average monthly number of employees, including directors, during the year was 2 (2022 - 2).

Page 11

 
NOMURA REAL ESTATE UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Fixed asset investments





Investment in subsidiary

£



Cost or valuation


At 1 January 2023
79,012,484


Additions
82,577,854



At 31 December 2023
161,590,338




The additions in the fixed asset investments was due to the acquisition of the properties located in the 247 Tottenham Court Road in November 2023 managed by 247Tottenham Court Road Limited which was a subsidiary set up in September 2023.


5.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
3,278,009
164,470

3,278,009
164,470



6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
316,850
1,453

Other creditors
-
69,078

Accruals and deferred income
39,100
26,880

355,950
97,411



7.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



603 (2022 - 302) Ordinary shares of £1.00 each
603
302


Page 12

 
NOMURA REAL ESTATE UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.Share capital (continued)

During the year, the Company increased its share capital by issuing an additional 301 ordinary shares of £1.00 each raising a total of £85,538,618.
 


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.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
20,640
-

20,640
-

The Company has opted not to make related party disclosure subject to the small companies regime.


10.


Post balance sheet events

On 19 February 2024, 80 ordinary shares of £1 each were fully issued and paid by Nomura Real Estate Development Co. Ltd (Parent Company) at a subscription price of £253,750, amounting to an aggregated price of £20,300,000. The monies were used to subscribe for shares in the Company's wholly-owned subsidiaries as follows: 
   
127 Charing Cross Road Ltd: The Company subscribed to 40 ordinary shares at a price of £207,500 for a total subscription price of £8,300,000.
  
247 Tottenham Court Road Ltd: The Company subscribed to 25 ordinary shares at a price of £408,000 for a total subscription price of £12,000,000.

On 22 May 2024, the Company sold its entire shareholding in the subsidiary, 247 Tottenham Court Road Ltd, to Nomura Real Estate Asia Ltd. The sale was executed on a 'no gain no loss' basis.

Page 13

 
NOMURA REAL ESTATE UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


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 14