The directors present the strategic report together with the audited financial statements for the year ended 29 February 2024.
The Group's principal activities are that of property investment and letting of property.
For the year ended 29 February 2024, the continued focus has been to add value across the Group. In the prior year, the group disposed of its interest in two of its subsidiaries; O&H (New Bond Street) Limited and O&H (Avenue Road) Limited. No companies or properties were disposed of in the current period.
The results show a net liability value of £5m (2023: £3m net assets).
The Group's turnover represents rental income across offices, retail and residential lettings.
The directors have responsibility for the management of the risks facing the Group and in the assessment of those risks and in ensuring that those risks are monitored and reacted to. The directors allocate responsibility for risk within the Group's management structure.
The directors are kept up to date through regular reviews of the impact of economic scenarios. The directors monitor the financial performance of the Group at regular Executive meetings where comparisons against budgets and forecasts are made together with a review of key performance indicators and key projects being undertaken by the Group.
Employment policies are controlled by senior management and IT policies and internal control systems are regularly reviewed. The directors are not aware of any events of fraud or major external events affecting the Group's business.
The Group's operations are funded from operational cash flow and bank borrowings and the directors regularly review these, ensuring that the latter is appropriate in relation to gearing levels, interest rate management and maturity profile. The management of cash and debt is monitored daily with short and medium-term cash flows prepared daily and long-term cash flows discussed regularly in Executive meetings. The Group is not exposed to financial derivatives or currency fluctuations.
As part of Liquidity risk management, the financial stability of tenants, potential tenants and contractors is monitored as part of the Group's daily operations. The Group's portfolio is widely spread and is not dominated by any single tenant or any single market.
The Group's major construction project programmes are reviewed regularly to ensure they meet the Group's obligations under any planning consents, sale contracts and finance agreements.
The directors believe that the Group's procurement methods, which include competitive tendering, ensure good control over build costs and, wherever possible, fixed price contracts are awarded. The directors monitor progress of each contract on a regular basis to ensure that the delivery of the project is being achieved efficiently and meets the obligations under the building contracts. In order to minimise the construction risk, full building contracts are entered into with contractors and all warranties and other contractual matters are included in the contract packages and vigorously monitored.
As far as possible, the financial status or "credit rating" of all major tenants, suppliers and contractors is monitored on an ongoing basis.
Our executives and staff have worked hard to achieve the results shown in these financial statements and the board offers its thanks to them all.
The board considers the following KPI's to be important in its management of the Group's business:
Rental income
Sales comprises rental income. Rental income is managed on a day to day basis by a team of professional surveyors, with the objective of maximising returns.
Investment properties
The board monitors the values of the Group's portfolio of investment properties. Management's decisions are made on a day to day basis to maximise rental income and capital values of the portfolio.
The Group continues to monitor developments and address the impact on the Group's business. The directors have considered the Group's own financial position and prospects and believe that the Group continues to remain a going concern. Further details of this are included in the notes to the financial statements.
Section 172(1) statement
The board considers that they have adhered to the requirements of section 172 of the Companies Act 2006 (the “Act”) and have, in good faith, acted in a way that they consider could be most likely to promote the success of the group for the benefit of its shareholders and, in doing so, have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision making.
The board acknowledges that the business can only grow and prosper over the long-term if it understands and respects the views and needs of the Group’s customers, employees, suppliers, lenders and other stakeholders to whom we are accountable, as well as the environment we operate within.
The directors ensure that the requirements or section 172 are always met and considered through a combination of the following:
Employees
The group and parent company have continued to maintain the commitment to employee involvement throughout the business. Employees are kept well informed of the performance and objectives of the group through personal briefings, regular meetings and e-mail
Customers
The Group’s customers are tenants or property purchasers. The group and parent company have continued to work to ensure customers’ needs are met properly with robust continuity plans. This includes regular meetings with managing agents and sales agents to ensure issues are known. The impact of decisions made by the board on customers are considered to ensure continued good relationships.
Suppliers
The directors have increased their consideration of the financial health of suppliers to ensure business continuity and support the long-term success of the business. This includes more robust analysis of financial statements to ensure risks of failure are limited.
Principal decisions
For the year ending 29 February 2024, the board consider that the following examples of principal decisions that it made in the year.
The board has continued to maintain its social media and internet presence so it can communicate better with customers, suppliers and the wider community.
After careful consideration, the board decided to dispose of its interest in two subsidiaries to maximise shareholder value.
On behalf of the board
The directors present their annual report and financial statements for the year ended 29 February 2024.
The results for the year are set out on page 9.
Ordinary dividends were not declared in the current or prior year.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed auditor of the company will be put at a General Meeting.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. All subsidiary companies within the group fall below the reporting limits.
We have audited the financial statements of O & H Developments Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 29 February 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 group's and parent 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Reading minutes of meetings of those charged with governance;
Obtaining and reading correspondence from legal and regulatory bodies including HMRC;
Identifying and testing journal entries;
Challenging assumptions and judgements made by management in their significant accounting estimates.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £799,096 (2023 - £825,247 loss).
O & H Developments Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, PE1 1DA .
The group consists of O & H Developments Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value.
Parent company disclosure exemptions
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:
Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the group and the parent company would be identical;
No cash flow statement has been presented for the parent company;
Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and
No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.
The principal accounting policies adopted are set out below.
The consolidated statement of comprehensive income and balance sheet include the financial statements of the company and its subsidiary undertakings as at 29 February 2024 using merger accounting. The investment is recorded in the company's balance sheet at the nominal value of the share issues together with the fair value of any additional consideration. In the group financial statements, merged subsidiary undertakings are treated as if they had always been a member of the group. The results of such a subsidiary are included for the whole period in the year it joins the group. Any difference between the nominal value of the shares acquired by the company and those issued by the company to acquire them is taken to a separate merger reserve.
The consolidated group financial statements consist of the financial statements of the parent company O & H Developments Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 29 February 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the group statement of comprehensive income. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
In making their assessment of the ability of the group and parent company to continue as a going concern, the directors have considered the continuing impact to the business from various risks and have implemented plans to mitigate the currently known, and potential further risks to the business. The directors have prepared detailed cash flow projections for the group and parent company and these projections have been prepared to February 2028. They include sensitivities in cash inflows from reduced activity over the coming months and show, in all scenarios, that the group remains liquid, however each individual company has limited or no cash.
The group has received a letter from the owners of its ultimate parent company (being ACAI Holdings, ELA Holdings and FRS Holdings) confirming that the group has access to a cash management treasury function via the shareholders various interests and that the directors of O & H Developments Holdings Limited and its subsidiaries continue to have full and unfettered access to it.
The group also has a number of loans from related parties, which are all repayable on demand. Subsequent to the year end, and in order to assist the directors in assessing the going concern position of the group and parent company, these related parties have provided a deed undertaking that they will not call in any of their loans during the twelve months from the date of these financial statements.
The group has significant ongoing property developments, some of which require significant cash investment both in terms of capital commitments and also obligations under the development planning. Based on the cashflow forecasts prepared, the group does not have the available cash for this and is therefore dependent on financial support from the shareholders to fund such developments. The shareholders will have sufficient available cash to fund such developments for at least twelve months from the date when these financial statements are authorised for issue.
On this basis, the directors consider that both the group and the company will be able to discharge their obligations in the ordinary course of business for a period of at least twelve months from the date when the financial statements are authorised for issue and consider it appropriate to continue to prepare these financial statements on a going concern basis.
Turnover represents rental income arising from the letting of properties and related activities, in the United Kingdom, less value added tax. Turnover is recognised on an accruals basis.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Investments in subsidiaries are stated at cost less provision for diminution in value.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leased assets: Lessor
Where assets leased to a third party give rights approximating to ownership (finance leases), the assets are treated as if they had been sold outright. The amount removed from the fixed assets is the net book value on disposal of the asset. The profit on disposal, being the excess of the present value of the minimum leases payments over net book value is credited to profit or loss.
Lease payments are analysed between capital and interest components so that the interest element of the payment is credited to profit or loss over the term of the lease and represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts owed by the lessee.
Incentive payments to new tenants to occupy the Group's investment properties are treated as a reduction in revenue and initially recorded as prepayments. The prepayments are charged to profit or loss over the term of the lease. Where such prepayments relate to investment properties, the properties are carried at fair value less the amount of the unamortised incentive.
All other leases are treated as operating leases. Their annual rentals are charged to profit or loss on a straight-line basis over the term of the lease.
Leased assets: Lessee
Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor.
Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to profit or loss over the term of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital reduces the amounts payable to the lessor.
Debtors
Short term debtors are measured at transaction price, less any impairment. Other assets including deferred consideration are measured at fair value, net of any transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Investment properties are valued to fair value annually by the directors with reference to third party valuations where available. The company recognises the property at fair value, defined as the estimated amount for which a property should exchange on the date of the valuation between a willing buyer and seller in an arm’s length transaction. In considering the valuation, the relevant income streams are reviewed, deducting any non-recoverable costs to be incurred by the landlord to arrive at a net income. The income is then capitalised at a market yield which is derived from comparable transactions of similar properties observable in the market. Any refurbishment costs or other capital items are then deducted along with purchaser’s costs to arrive at the fair value. The directors of the group assess the carrying value at each reporting date to ensure that the carrying value is adjusted to fair value.
Deferred balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where timing differences relate to interests in subsidiaries, associates, branches and joint ventures and the group can control their reversal and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The average monthly number of persons (including directors) employed by the group and company during the year , who did not receive any remuneration (2023 - £Nil) was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The assets under construction constitutes land held on a long lease to be developed into a hotel for trading purposes.
The historical costs of the asset under construction is £76,198,227 (2023: £75,479,039).
The historic cost of the investment properties at 29 February 2024 was £272,890,245 (2023: £262,625,899).
The investment properties were valued on the basis of fair value at 29 February 2024 by directors of the group with reference to third party valuations where available.
Details of the company's subsidiaries at 29 February 2024 are as follows:
(a) Incorporated in England and Wales.
(b) Incorporated in Jersey.
The registered office address of all the above except from The Grafton Estate No 3 Unit Trust, Swallow Street Unit Trust , Old Burlington Street Unit Trust, ACAI (Bruton Street) Ltd and Frank (Bruton St) Limited is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, PE1 1DA.
The registered office address of The Grafton Estate No 3 Unit Trust, Swallow Street Unit Trust and Old Burlington Street Unit Trust is 44 Esplanade, St Helier, Jersey, JE4 9WG.
The registered office of ACAI (Bruton Street) Ltd is 8 Sackville Street, London, W1S 3DG.
The registered office of Frank (Bruton St) Limited is 30 St George Street, London, W1S 2FH
Amounts owed to related parties are interest free and repayable on demand.
There are three bank loans in different subsidiaries in the group being O&H (Walton 2) Limited, O&H (7 Grafton Street) Limited and Swallow Street LP. Below are the details relating to these bank loans:
O&H (Walton 2) Limited
The company, in conjunction with O&H (7 Grafton Street) Limited, Swallow Street LP, ACAI (Old Burlington Street) Limited, ELA (QG) Limited, FRS (QG) Limited, ACAI (Brompton Road) Limited, ELA (289 High Holborn) Limited and FRS (289 High Holborn) Limited, all of which are companies under common control, is party to a £94,000,000 facility agreement with its bankers which will expire on 27 October 2026. All parties have entered into a cross guarantee arrangement. The loan is secured by fixed and floating charges over the properties, assets and shares of each party. The loan carries a fixed rate of interest of 2.85%.
O&H (7 Grafton Street) Limited
The company, in conjunction with O&H (Walton 2) Limited, Swallow Street LP, ACAI (Old Burlington Street) Limited, ELA (QG) Limited, FRS (QG) Limited, ACAI (Brompton Road) Limited, ELA (289 High Holborn) Limited and FRS (289 High Holborn) Limited, all of which are companies under common control, is party to a £94,000,000 facility agreement with its bankers which will expire on 27 October 2026. All parties have entered into a cross guarantee arrangement. The loan is secured by fixed and floating charges over the properties, assets and shares of each party. The loan carries a fixed rate of interest of 2.85%.
Swallow Street LP
The partnership (acting through its General Partner, Swallow Street General Partner Limited) in conjunction with O&H (Walton 2) Limited, O&H (7 Grafton Street) Limited, ACAI (Old Burlington Street) Limited, ELA (QG) Limited, FRS (QG) Limited, ACAI (Brompton Road) Limited, ELA (289 High Holborn) Limited and FRS (289 High Holborn) Limited, all of which are companies under common control, is party to a £94,000,000 facility agreement with its bankers which will expire on 27 October 2026. All parties have entered into a cross guarantee arrangement. The loan is secured by fixed and floating charges over the properties, assets and shares of each party. The loan carries a fixed rate of interest of 2.85%.
The total loan value is being amortised at a rate of £300,000 per quarter with the balance repayable in full on the 28 October 2026.
The amount held on the Statement of Financial Position of £51,496,518 (2023: £52,208,942) represents the bank loan of £51,531,636 (2023: £52,254,072) net of amortised loan set up costs of £35,117 (2023 - £45,130).
Financial instruments measured at amortised cost comprise trade debtors, accrued income, other loans, sundry debtors, amounts owing from related parties and cash at bank.
Financial liabilities measured at amortised cost comprise borrowings, accruals, trade creditors, amounts owing to related parties and other creditors.
Information regarding the Group's exposure to and management of credit risk, liquidity risk, market risk and cash flow interest rate risk is included in the strategic report.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Capital contribution reserve
Capital contributions represent amounts contributed to the group by shareholders.
Profit and loss account
Profit and loss account represents cumulative profits or losses, net of dividends paid.
Share capital
Called up share capital reserve represents the nominal value of the shares issued. Amounts receivable for share capital in excess of the nominal value of the shares are credited to the share premium account.
Amounts contracted for but not provided in the financial statements:
After the balance sheet date, the group disposed of its shareholding in ACAI (Bruton Street) Ltd to ACAI Group Holdings Limited and its shareholding in Frank (Bruton St) Limited to FRS Holdings Limited and ELA Holdings Limited.
After the balance sheet date, the directors of the group via a special resolution, cancelled the share premium of £282,294,360 and credited this amount to the profit and loss reserves of the parent company, O & H Developments Holdings Limited.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the reporting end date the group leases out the investment properties under non-cancellable operating leases for the following future minimum lease payments. There are no contingent rents.
Company
The company has taken advantage of the exemption in FRS 102 Section 33 from the requirement to disclose transactions with wholly owned group companies on the grounds that consolidated financial statements are prepared.