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Registered number: 10955125










NEARLAND (UK) LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023




















 
NEARLAND (UK) LIMITED
 
 
Company Information


Director
Ibrahim A Mussallam 




Registered number
10955125



Registered office
240 Blackfriars Road

London

SE1 8NW




Independent auditor
Sayers Butterworth LLP
Chartered Accountants

3rd Floor

12 Gough Square

London

EC4A 3DW





 
NEARLAND (UK) LIMITED
 

Contents



Page
Director's report
 
1 - 2
Independent auditor's report
 
3 - 6
Profit and loss account
 
7
Balance sheet
 
8
Statement of changes in equity
 
9
Notes to the financial statements
 
10 - 17


 
NEARLAND (UK) LIMITED
 
 
 
Director's report
For the Year Ended 31 December 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Director

The director who served during the year was:

Ibrahim A Mussallam 

Director's responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditor

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

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

Auditor

The auditor, Sayers Butterworth LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

 
NEARLAND (UK) LIMITED
 
 
 
Director's report (continued)
For the Year Ended 31 December 2023


Small companies note

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

This report was approved by the board on 30 January 2025 and signed on its behalf.
 





Ibrahim A Mussallam
Director

Page 2

 
NEARLAND (UK) LIMITED
 
 
 
Independent auditor's report to the members of Nearland (UK) Limited
 

Disclaimer of opinion


We were engaged to audit the financial statements of Nearland (UK) Limited (the 'Company') for the year ended 31 December 2023, which comprise the Profit and loss account, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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).


We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. 


Basis for disclaimer of opinion


As a result of an intra-group merger in 2020, the assets and liabilities of Limhamn B.V. were transferred to the company. Information and accounting records for Limhamn B.V. were held overseas and we have been unable to obtain sufficient appropriate audit evidence to determine that all assets and liabilities of Limhamn B.V. from the merger are included in these financial statements. We have also been unable to obtain sufficient audit evidence to determine whether there should be any provision against the carrying amount of fixed asset investments of £71,524,032 and owed by group undertakings of £14,192,630 or whether they are correctly included at their carrying values in these financial statements. As a result of these matters, we were unable to determine whether any adjustments might have been necessary to the profit and loss account and balance sheet.


As explained in Note 2.2, the company has not prepared consolidated financial statements for its group which are required by section 399 of the Companies Act 2006 and Financial Reporting Standard No 2 ‘Accounting for Subsidiary Undertakings’. As a consequence, the financial statements do not give all the information about the economic activities of the group of which the company is the parent. It is not practicable to quantify the effects of the departure from this requirement.


Opinion on other matters prescribed by the Companies Act 2006


Notwithstanding our disclaimer of opinion on the financial statements, in our opinion, based on the work undertaken in the course of the audit:

the information given in the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Director's report has been prepared in accordance with applicable legal requirements.
 

Page 3

 
NEARLAND (UK) LIMITED
 
 
 
Independent auditor's report to the members of Nearland (UK) Limited (continued)


Matters on which we are required to report by exception
 

Notwithstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's report.

Arising from the limitation of our work referred to above:


we have not obtained all the information and explanations that we considered necessary for the purposes of our audit; and
we were unable to determine whether adequate accounting records have been kept.


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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 1, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends 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 responsibility is to conduct an audit of the company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. 
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 
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 Auditor's report.
Page 4

 
NEARLAND (UK) LIMITED
 
 
 
Independent auditor's report to the members of Nearland (UK) Limited (continued)


Auditors' responsibilities with regard to fraud and irregularities


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pension legislation, and distributable profits legislations.
It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


Page 5

 
NEARLAND (UK) LIMITED
 
 
 
Independent auditor's report to the members of Nearland (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 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.





Andrew Burch (Senior statutory auditor)
  
for and on behalf of
Sayers Butterworth LLP
 
Chartered Accountants
  
3rd Floor
12 Gough Square
London
EC4A 3DW

31 January 2025
Page 6

 
NEARLAND (UK) LIMITED
 
 
Profit and loss account
For the Year Ended 31 December 2023

2023
2022
£
£


Administrative expenses
(39,021)
94,882

Operating (loss)/profit
(39,021)
94,882

Amounts written off investments
(321,026)
(298,224)

Interest receivable and similar income
494,551
298,224

Interest payable and similar expenses
(494,551)
(298,224)

Loss before tax
(360,047)
(203,342)

Loss for the financial year
(360,047)
(203,342)

The notes on pages 10 to 17 form part of these financial statements.

Page 7

 
NEARLAND (UK) LIMITED
Registered number: 10955125

Balance sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
73,446,573
73,767,599

  
73,446,573
73,767,599

Current assets
  

Debtors
 5 
14,503,949
8,642,108

Cash at bank and in hand
 6 
1
1

  
14,503,950
8,642,109

Creditors: amounts falling due within one year
 7 
(5,838,996)
(221,191)

Net current assets
  
 
 
8,664,954
 
 
8,420,918

Total assets less current liabilities
  
82,111,527
82,188,517

Creditors: amounts falling due after more than one year
 8 
(6,825,732)
(6,542,675)

  

Net assets
  
75,285,795
75,645,842


Capital and reserves
  

Called up share capital 
 9 
6,533,988
6,533,988

Other reserves
 10 
1,922,541
2,243,567

Capital contribution reserve
 10 
70,065,822
70,065,822

Profit and loss account
 10 
(3,236,556)
(3,197,535)

  
75,285,795
75,645,842


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

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 January 2025.




Ibrahim A Mussallam
Director

The notes on pages 10 to 17 form part of these financial statements.

Page 8

 
NEARLAND (UK) LIMITED
 

Statement of changes in equity
For the Year Ended 31 December 2023


Called up share capital
Other reserves
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
6,533,988
2,243,567
70,065,822
(3,197,535)
75,645,842


Comprehensive income for the year

Loss for the year
-
-
-
(360,047)
(360,047)
Total comprehensive income for the year
-
-
-
(360,047)
(360,047)

Transfer to/from profit and loss account
-
(321,026)
-
321,026
-


At 31 December 2023
6,533,988
1,922,541
70,065,822
(3,236,556)
75,285,795



Statement of changes in equity
For the Year Ended 31 December 2022


Called up share capital
Other reserves
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
6,533,988
2,541,791
70,065,822
(3,292,417)
75,849,184


Comprehensive income for the year

Loss for the year
-
-
-
(203,342)
(203,342)
Total comprehensive income for the year
-
-
-
(203,342)
(203,342)

Transfer to/from profit and loss account
-
(298,224)
-
298,224
-


At 31 December 2022
6,533,988
2,243,567
70,065,822
(3,197,535)
75,645,842


The notes on pages 10 to 17 form part of these financial statements.

Page 9

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

1.


General information

Nearland (UK) Limited is a private company, limited by share capital and incorporated in England and Wales. The company's registered office is 240 Blackfriars Road, London, SE1 8NW.
The principal activity of the company during the year was that of an intermediate 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Consolidated financial statements

The financial statements present information about the company as an individual undertaking and not about its group. 

 
2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.4

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.5

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.

 
2.6

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Page 10

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.6
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 11

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.6
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.7

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.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 12

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.10

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.


3.


Employees




The average monthly number of employees, including the director, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
1
1

Page 13

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

4.


Fixed asset investments





Investments in subsidiary companies
Loans to subsidiaries
Total

£
£
£



Cost or valuation


At 1 January 2023
155,049,862
2,765,670
157,815,532



At 31 December 2023

155,049,862
2,765,670
157,815,532



Impairment


At 1 January 2023
83,525,830
522,103
84,047,933


Charge for the period
-
321,026
321,026



At 31 December 2023

83,525,830
843,129
84,368,959



Net book value



At 31 December 2023
71,524,032
1,922,541
73,446,573



At 31 December 2022
71,524,032
2,243,567
73,767,599


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

T M Hotels (Heathrow) Limited
10th Floor, 240 Blackfriars Road, London, SE1 8NW
Ordinary
100%
PdG Holdings SAS
33 avenue George V, Paris 8ème
Ordinary
100%
PdG Realty SAS (shares indirectly held)
33 avenue George V, Paris 8ème
Ordinary
100%

Page 14

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

T M Hotels (Heathrow) Limited
13,877,000
(1,019,000)

PdG Holdings SAS
49,153,108
4,446,933

PdG Realty SAS (shares indirectly held)
31,004,261
3,528,190


5.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
6,825,732
6,542,675

6,825,732
6,542,675

Due within one year

Amounts owed by group undertakings
7,366,898
1,781,509

Other debtors
311,319
317,924

14,503,949
8,642,108



6.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1
1

1
1



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
5,838,996
221,191

5,838,996
221,191


Page 15

 
NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

8.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
6,825,732
6,542,675

6,825,732
6,542,675



9.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



6,533,988 (2022 - 6,533,988) Ordinary shares of £1.00 each
6,533,988
6,533,988



10.


Reserves

Capital contribution reserve

The capital contribution reserve of £70,065,822 represents the excess of the net assets assumed by the company over the cost of the shares issued by the company as part a merger in 2020. 

Other reserves

Other reserves represents the amortisation on the discounting of the beneficial loan received from a group company. This is treated as being akin to a capital contribution in accordance with FRS 102.

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NEARLAND (UK) LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

11.


Prior year adjustment

The prior year figures have been restated to account for a related party loan received and given at non-commercial rates of interest under amortised cost.
The adjustment to 2022 figures is as follows:


.



Adjustment
£



Fixed asset investments
2,243,567

Debtors due within one year
(2,309,225)

Creditors due in more than one year
2,309,225

Reserves - Profit and loss account - Transfer
(298,224)

Reserves - Other
(2,243,567)

Profit and loss account - Expenditure
298,224

Page 17