Company Registration No. 13527290 (England and Wales)
PROJECT Q MEZZ LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Affinia
19th Floor
1 Westfield Avenue
London
E20 1HZ
PROJECT Q MEZZ LTD
COMPANY INFORMATION
Directors
Mr V Nazarov (Resigned 28 May 2025)
Mr H A Forusz (Resigned 28 May 2025)
Mr D C Heaney (Appointed 28 May 2025)
Ms L McCloskey (Appointed 28 May 2025)
Company number
13527290
Registered office
2nd Floor
32-33 Gosfield Street
London
W1W 6HL
Auditor
Affinia (Stratford)
19th Floor
1 Westfield Avenue
London
E20 1HZ
PROJECT Q MEZZ LTD
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 16
PROJECT Q MEZZ LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 30 September 2023.
Principal activities
The principal activity of the is that of an activity of a holding company.
Results and dividends
The results for the year are set out on page 6.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
H A Forusz
(Resigned 28 May 2025)
V Nazarov
(Resigned 28 May 2025)
L McCloskey
(Appointed 28 May 2025)
D C Heaney
(Appointed 28 May 2025)
Auditor
Affinia (Stratford) were re-appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
L McCloskey
D C Heaney
Director
Director
23 June 2025
PROJECT Q MEZZ LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 2 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
PROJECT Q MEZZ LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT Q MEZZ LTD
- 3 -
Opinion
We have audited the financial statements of Project Q Mezz Ltd (the 'company') for the year ended 30 September 2023 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 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.
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 Auditor's 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 UK, including the FRC’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.
Material uncertainty related to going concern
We draw attention to Note 1.2 in the financial statements, which indicates subsequent to the year end the company is seeking to restructure its finance further releasing funds for the group. The funding for the group is not legally contracted for the next 12 months and is subject to either refinance, new finance, or extension of existing funding relationship. In addition to this, as set out in note 1.2, the directors are considering the future role of the entity as part of a group restructure. As stated in Note 1.2, these events or conditions, along with other matters as set forth in Note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our audit opinion is not modified, and our audit opinion is not qualified, in respect of this matter.
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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
PROJECT Q MEZZ LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT Q MEZZ LTD
- 4 -
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;
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including, but not limited to, fraud and non-compliance with laws and regulations was as follows:
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;
PROJECT Q MEZZ LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT Q MEZZ LTD
- 5 -
To address the risk of fraud through management bias and override of controls, we:
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.
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.
Richard Lane
Senior Statutory Auditor
For and on behalf of Affinia (Stratford)
23 June 2025
Chartered Accountants
Statutory Auditor
19th Floor
1 Westfield Avenue
London
E20 1HZ
PROJECT Q MEZZ LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 6 -
2023
2022
Notes
£'000
£'000
Interest receivable and similar income
5
4,738
3,917
Interest payable and similar expenses
6
(4,768)
(4,149)
Loss before taxation
(30)
(232)
Tax on loss
Loss for the financial year
(30)
(232)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
PROJECT Q MEZZ LTD
BALANCE SHEET
AS AT
30 SEPTEMBER 2023
30 September 2023
- 7 -
2023
2022
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
7
34,490
33,000
Current assets
Debtors falling due after more than one year
9
8,854
4,116
Net current assets
8,854
4,116
Total assets less current liabilities
43,344
37,116
Creditors: amounts falling due after more than one year
10
(43,613)
(37,355)
Net liabilities
(269)
(239)
Capital and reserves
Called up share capital
12
Profit and loss reserves
(269)
(239)
Total equity
(269)
(239)
The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
L McCloskey
D C Heaney
Director
Director
Company registration number 13527290 (England and Wales)
PROJECT Q MEZZ LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 8 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 October 2021
(7)
(7)
Year ended 30 September 2022:
Loss and total comprehensive income
-
(232)
(232)
Balance at 30 September 2022
(239)
(239)
Year ended 30 September 2023:
Loss and total comprehensive income
-
(30)
(30)
Balance at 30 September 2023
(269)
(269)
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 9 -
1
Accounting policies
Company information
Project Q Mezz Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 32-33 Gosfield Street, London, W1W 6HL.
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.
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 £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of Project Q Mezz Limited are consolidated in the financial statements of Project Q Topco Limited.
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.2
Going concern
At the time of approving the financial statements, the directors have atrue reasonable expectation that the company has adequate resources 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.
The directors foresee the going concern of the business for 12 months from the approval of the financial statements based on the ongoing strong performance of the underlying trading entities of the group, alongside the value of the properties that support the trading structure of the group. With the ongoing support of external lenders in order to support the financial base of the business and fund any required capital work the directors are confident that the strength of the tangible and trading assets are to only improve in the foreseeable future. This will ensure that the group of entities and this company will be able to meet and manage relevant financial and non-financial commitments for the foreseeable future.
The Group is actively seeking to refinance its existing finance arrangements at the Project Q Senior Limited level, however at this stage, the refinancing arrangement(s) are yet to be formalised. There is hence uncertainty which has been outlined as a material uncertainty over going concern. Furthermore, the directors are currently seeking to review the structure of the organisation in line with the new refinance and will assess all entities within the structure.
Furthermore, the directors are also aware of external factors and change in economic environments that will have an impact on the business and its related entities. To this extent they are actively working alongside relevant industry specialists, and external partners, such as HM Revenue & Customs in order to overcome and resolve these issues as they arise.
With the exception of the refinancing arrangements not yet formalised, the directors are confident that the company is a going concern for 12 months from the date of signing of the balance sheet.
1.3
Turnover
Turnover is in relation to interest accrued and received in respects to intercompany loans.
1.4
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
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 balance sheet 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 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.
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 11 -
Other financial assets
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.
Impairment of financial assets
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
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.
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.
1.6
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.
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 12 -
2
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of loans
There is a continual and ongoing assessment and review of recoverability of debts due to and or from related entities. Assessment of this is taken by the underlying operating entities ability to help service the relevant debts as part of the financing arrangement of the group.
Investments in subsidiaries and impairment
The directors undertake an ongoing assessment and review of the fair value of its investments in subsidiaries to ensure that there is no impairment in the carrying value in the financial statements. This is made by reference to the underlying performance of the trading entity and assessment of its future forecasts and cashflows in determining the value of the investment held.
3
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
2
2
Audit fees in relation to this entity are charged to the operating business of HH Waterloo Opco Limited.
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
2
2
5
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest receivable from group companies
4,738
3,917
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 13 -
6
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest on bank overdrafts and loans
728
735
Interest payable to group undertakings
4,040
3,414
4,768
4,149
7
Fixed asset investments
2023
2022
Notes
£'000
£'000
Loans to subsidiaries
8
34,490
33,000
The long term loan of £34,490,000 is advanced to a wholly owned subsidiary company Project Q Senior Limited, repayable in full on 10 September 2026. Interest payable is agreed at 10% per annum to 31 December 2021, 12.5% per annum up to 31 December 2022 and 14.5% per annum thereafter, accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.
Movements in fixed asset investments
Loans to subsidiaries
£'000
Cost or valuation
At 1 October 2022
33,000
Additions
1,490
At 30 September 2023
34,490
Carrying amount
At 30 September 2023
34,490
At 30 September 2022
33,000
8
Subsidiaries
Details of the company's subsidiaries at 30 September 2023 are as follows:
Name of undertaking
Country of incorporation
Class of
% Held
shares held
Direct
Indirect
Project Q Senior Ltd
UK
ordinary
100.00
-
DT York Limited
UK
ordinary
0
100.00
HH Waterloo Opco Limited
UK
ordinary
0
100.00
DT York Opco Limited
UK
ordinary
0
100.00
HH Waterloo Holdco Limited
Jersey
ordinary
0
100.00
HH Waterloo Propco Limited
Jersey
ordinary
0
100.00
DT York Propco Limited
Jersey
ordinary
0
100.00
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 14 -
9
Debtors
2023
2022 as restated
Amounts falling due after more than one year:
£'000
£'000
Amounts owed by group undertakings
8,854
4,116
Debtors includes interest on loan advances to wholly owned subsidiary Project Q Senior Ltd and amounts receivable towards share capital from the parent company Project Q Holdco Ltd.
10
Creditors: amounts falling due after more than one year
2023
2022 as restated
Notes
£'000
£'000
Bank loans and overdrafts
11
6,000
6,000
Other borrowings
11
37,613
31,355
43,613
37,355
11
Loans and overdrafts
2023
2022 as restated
£'000
£'000
Bank loans
6,000
6,000
Loans from group undertakings
37,613
31,355
43,613
37,355
Payable after one year
43,613
37,355
12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Ordinary shares of £'0001 each
1
1
-
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 15 -
13
Financial commitments, guarantees and contingent liabilities
From 10 September 2021 London and Regional Properties Limited hold fixed and floating charges covering this company and all group company property and undertakings. The interest rate on this loan is 12% and it is repayable on the 10 September 2024 in full.
Within long term debt is a £29,632,000 loan from parent company Project Q Holdco Limited repayable in full on 10 September 2026. Interest payable is agreed at 10% per annum to 31 December 2021, 12.5% per annum up to 31 December 2022 and 14.5% per annum thereafter, accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.
The company has a fixed charge dated on 10 September 2021 with Trimont Real Estate Advisors UK Ltd (as a Security Agent). This is in relation to a facility agreements entered by subsidiary company Project Q Senior Ltd and Project Q Mezz Ltd. The charge contains negative pledges, fixed charge and floating charges covering this company and all group company property and undertakings.
14
Events after the reporting date
On 2 July 2024, and 29 January 2024 London & Regional Properties Limited applied for additional charges over the company in line with the terms set out in note 13 of the accounts.
The charges previously held by London & Regional Properties Limited and Trimont Real Estate Advisors UK Ltd were satisfied on 9 June 2025.
From 28 May 2025 Cbre Loan Services Limited hold a charge over the fixed and floating charges covering this company and all group company property and undertakings.
15
Related party transactions
2023
2022
Amounts due to related parties
£'000
£'000
Amounts owed to parent undertaking
37,613
31,355
All group loan agreements are repayable on 10 September 2026 in full with an interest rate of 10% per annum to 31 December 2021, 12.5% per annum up to 31 December 2022 and 14.5% per annum thereafter, accruing daily.
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due from related parties
£'000
£'000
Amounts owed from group undertaking
43,344
37,115
All group loan agreements are repayable on 10 September 2026 in full with an interest rate of 10% per annum to 31 December 2021, 12.5% per annum up to 31 December 2022 and 14.5% per annum thereafter, accruing daily.
PROJECT Q MEZZ LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 16 -
16
Ultimate controlling party
The parent company of Project Q Mezz Ltd is Project Q Holdco Ltd.
The ultimate parent company in the UK is Project Q Topco Ltd to which the subsidiary is consolidated.
There are no ultimate controlling parties.
17
Prior period adjustment
The financial statements for the previous period have been restated to reflect the borrower and lender arrangements with respect to intercompany interest. As such, the agreement reflects that all intercompany interest due payable and repayable are to be added to principal loan amount both due and receivable over one year. The restatement does not impact the profit and loss or reserves of the company.
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