Company Registration No. 09077495 (England and Wales)
Bramshill Ltd
Financial statements
for the year ended 31 May 2024
Pages for filing with the registrar
Bramshill Ltd
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
Bramshill Ltd
Statement of financial position
As at 31 May 2024
31 May 2024
1
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
266,082
38,312
Investment property
5
25,500,000
36,083,392
25,766,082
36,121,704
Current assets
Debtors
6
651,630
204,376
Cash at bank and in hand
15,983
651,630
220,359
Creditors: amounts falling due within one year
7
(39,236,227)
(35,557,271)
Net current liabilities
(38,584,597)
(35,336,912)
Net (liabilities)/assets
(12,818,515)
784,792
Capital and reserves
Called up share capital
9
45,448,360
45,448,360
Profit and loss reserves
(58,266,875)
(44,663,568)
Total equity
(12,818,515)
784,792
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 1 May 2025 and are signed on its behalf by:
Frank Pitt
Director
Company Registration No. 09077495
Bramshill Ltd
Notes to the financial statements
For the year ended 31 May 2024
2
1
Accounting policies
Company information
Bramshill Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 160 Great Portland Street, London, United Kingdom, W1W 5QA.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, . The principal accounting policies adopted are set out below.
1.2
Going concern
The company receives continued financial support from its parent. Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has access to adequate resources from the group and its shareholder to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover and other operating income
Other operating income is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
25% reducing balance basis
Fixtures and fittings
20% straight line basis
Motor vehicles
10% straight line 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 credited or charged to profit or loss.
1.5
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
Bramshill Ltd
Notes to the financial statements (continued)
For the year ended 31 May 2024
1
Accounting policies (continued)
3
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
Basic financial assets, which include debtors, 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.
Classification of 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 deducting all of its liabilities.
Bramshill Ltd
Notes to the financial statements (continued)
For the year ended 31 May 2024
1
Accounting policies (continued)
4
Basic financial 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.
1.9
Equity instruments
Equity instruments issued by the company 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 company.
1.10
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’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.
3
Employees
The average monthly number of persons employed by the company during the year was:
2024
2023
Number
Number
Total
Bramshill Ltd
Notes to the financial statements (continued)
For the year ended 31 May 2024
5
4
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 June 2023
28,269
11,750
40,019
Additions
276,699
276,699
At 31 May 2024
276,699
28,269
11,750
316,718
Depreciation and impairment
At 1 June 2023
1,413
294
1,707
Depreciation charged in the year
42,100
5,654
1,175
48,929
At 31 May 2024
42,100
7,067
1,469
50,636
Carrying amount
At 31 May 2024
234,599
21,202
10,281
266,082
At 31 May 2023
26,856
11,456
38,312
5
Investment property
2024
£
Fair value
At 1 June 2023
36,083,392
Additions
733,477
Revaluations
(11,316,869)
At 31 May 2024
25,500,000
The fair value of the investment property has been arrived at on the basis of a valuation carried out at 31 May 2024 by Simmons & Sons, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
120,000
Other debtors
531,630
204,376
651,630
204,376
Bramshill Ltd
Notes to the financial statements (continued)
For the year ended 31 May 2024
6
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
328,453
304,616
Amounts owed to group undertakings
37,464,958
35,139,274
Other creditors
1,442,816
113,381
39,236,227
35,557,271
8
Deferred taxation
The company has not recognised a deferred tax asset in respect of impairment losses of £11,316,869, nor any other taxable losses in the period on the basis that it is not probable that sufficient taxable profits will be available in the foreseeable future to utilise these. The deferred tax recoverability will continue to be reviewed by the management on ongoing basis.
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
100
100
100
100
B Ordinary shares of £1 each
100
100
100
100
C shares of £1 each
45,448,160
45,448,160
45,448,160
45,448,160
45,448,360
45,448,360
45,448,360
45,448,360
A Ordinary and B Ordinary shares carry full voting, dividend and capital distribution rights and no rights of redemption.
C shares carry no voting rights, are entitled to dividend payments and are not redeemable.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Tony Summers
Statutory Auditors:
Sumer Audit
Date of audit report:
14 May 2025
Bramshill Ltd
Notes to the financial statements (continued)
For the year ended 31 May 2024
7
11
Related party transactions
Included in creditors due within one year is an amount due to Bramshill House Limited, the parent company, of £37,464,958 (2023: £35,139,274) . This amount is unsecured, interest free and repayable on demand.
Included in administrative expenses is an amount of £570,689 (2023: £0) for recharges of services provided by Bramshill House Limited, the parent company.
In the prior year, balances due to former joint venture partners were settled in full. These balances included a brought forward loan of £48,898,586 (made up of capital amount and accrued interest) and interest of £2,929,210 charged for the year. Portion of this debt, £45,448,160 was capitalised and the balance of £6,484,723 was repaid by the company.
12
Parent, ultimate parent and controlling party
The parent company is Bramshill House Limited and its registered office is 160 Great Portland Street, London, United Kingdom, W1W 5QA. The ultimate parent company is Bramshill House S.A.R.L., company incorporated in Luxembourg.
The company is controlled by BB Trust Company SA as trustees of The Reliquum Trust, which owns indirectly 100% of the company's shares.