Company registration number 12546588 (England and Wales)
FERRADO UK LIMITED
Annual report and financial statements
For the year ended 31 December 2024
FERRADO UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 13
FERRADO UK LIMITED
BALANCE SHEET
As at 31 December 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible fixed assets
4
660
1,408
Investment property
5
129,790,164
124,500,000
129,790,824
124,501,408
Current assets
Debtors
6
2,935,202
3,126,429
Cash at bank and in hand
1,756,364
9,879,728
4,691,566
13,006,157
Creditors: amounts falling due within one year
7
(1,634,283)
(62,375,564)
Net current assets/(liabilities)
3,057,283
(49,369,407)
Total assets less current liabilities
132,848,107
75,132,001
Provisions for liabilities
Deferred tax liabilities
10
(3,585,687)
(1,548,300)
Net assets
129,262,420
73,583,701
Capital and reserves
Share capital
11
1,161
1,115
Share premium account
12
106,115,939
101,515,985
Profit and loss reserves
23,145,320
(27,933,399)
Total equity
129,262,420
73,583,701
The financial statements of the company have been prepared in accordance with the small companies regime, and delivered in accordance with the special provisions relating to companies subject to the small companies regime within the Companies Act 2006.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.

The financial statements were approved by the board of directors and authorised for issue on 4 June 2025 and are signed on its behalf by:
Mr N Thompson
Director
Company registration number 12546588

 

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
- 2 -
1
Accounting policies
Company information

Ferrado UK Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered office is Connect House, 133-137 Alexandra Road, London, SW19 7JY.

 

On 10 January 2025, the company changed its name from Eldon Street Limited to Ferrado UK Limited.

1.1
Accounting convention

The company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standards 100) issued by the Financial Reporting Council. Accordingly, the financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The financial statement have been prepared in accordance with accounting policies disclosed in note 1.

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 pound sterling.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Rosp Corunna SL, which are available to the public and can be obtained from the Central Mercantile Register in Spain.

 

New and amended standards adopted by the company:

There are no amendments to accounting standards or IFRIC interpretations that are effective for the year ended 31 December 2024 which have a material impact on the company.

1.2
Going concern

The Company has the support of the parent company to meet its financial obligations as and when they fall due. trueThe directors have also reviewed the current and projected financial position of the company, making reasonable assumptions about future trading performance and cash flow requirements. On the basis of this review, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements.

 

The company has commitments for future capital expenditure not provided for in the accounts of £16.90m. These commitments are guaranteed by the parent company through ongoing funding requests

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 3 -
1.3
Revenue and expenditure

Revenue comprises rental income and service charge income receivable from the tenants of the investment property. This revenue is recognised in the period to which the income is receivable. Rental and service charge income received in advance is deferred in the balance sheet to the following period.

Cost of sales represents the cost of providing service charges to residents of the investment property, together with certain management fees incurred by the company. Administrative expenses include costs associated with the operation of the company. Both are recognised in the period to which the expenses relate.

 

Interest payable and similar expenses are charged to the profit and loss in the period to which they relate using the effective interest rate method.

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:

Computers
3 Years Straight Line Basis
1.5
Investment properties

The company has three investment properties, which are held to earn rental income and/or for capital appreciation, are initially measured at cost and subsequently at cost less accumulated depreciation and accumulated impairment losses (cost model).

Buildings and it's associated improvements through additions are depreciated over fifty years on a straight line basis and land is not depreciated.

1.6
Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its portfolio to determine whether there is any indication that the assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the cash-generating unit is estimated in order to determine the extent of the impairment loss (if any).

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.

 

The valuation includes purchasers costs of 6.77%. These costs include Stamp Duty Land Tax (SDLT) of 4.97%. The impairment was arrived at by accounting for sellers costs of 0.75%

 

If the recoverable amount of a cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant cash-generating unit is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the 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 cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant cash-generating unit is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 4 -
1.7
Cash at bank and in hand

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

1.8
Financial assets

Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

Financial assets are initially measured at fair value, plus transaction costs. They are subsequently measured at amortised cost.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

 

On initial recognition the company calculates the expected credit loss for debtors based on lifetime expected credit losses under the IFRS 9 simplified approach.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.9
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are initially measured at fair value, plus transaction costs. They are subsequently measured at amortised cost.

Financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 5 -
1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 when the company has 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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense on an accruals basis.

2
Critical accounting estimates, judgments 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The directors believe that the impairment assessment made in relation to the investment property is a key source of estimation uncertainty. The company uses external professional valuers to determine the fair value that is considered as part of the impairment review. For properties with active tenancies, the valuation is based upon a number of assumptions including rental income, costs, future development costs and rental yields. For properties which are vacant, the primary source of evidence for property valuations should be recent, comparable market transactions on an arms-length basis. Please refer to Note 11 for further disclosures on the investment property.

 

The directors have not identified any critical judgements made.

 

 

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
- 6 -
3
Employees

The average monthly number of persons employed by the company during the year was:

2024
2023
Number
Number
1
2

No compensation was paid to key management for employee services in the period.

 

The Directors do not have a contract of service with the company.

4
Tangible fixed assets
Computers
£
Cost
At 1 January 2024
2,244
At 31 December 2024
2,244
Accumulated depreciation and impairment
At 1 January 2024
836
Charge for the year
748
At 31 December 2024
1,584
Carrying amount
At 31 December 2024
660
At 31 December 2023
1,408
5
Investment property
2024
£
Cost
At 1 January 2024
154,229,975
Additions
11,705,221
At 31 December 2024
165,935,196
Accumulated depreciation
At 1 January 2024
29,729,975
Charge for the year
1,822,977
Impairment losses
4,592,080
At 31 December 2024
36,145,032
FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
5
Investment property
(Continued)
- 7 -
Carrying value
At 31 December 2024
129,790,164
At 31 December 2023
124,500,000
The buildings and capitalised costs have been depreciated over their useful economic life, but no depreciation has been charged over the value of the land (see Note 1.5).

Additions include capital expenditure on the refurbishment of vacant space.

The fair value of the investment properties is £130.9m at year end. The basis for the valuation is in accordance with the latest version of the RICS Valuation - Global Standards and the UK national supplement, Red Book. The fair value has been arrived at on the basis of a valuation carried out by CBRE Chartered Surveyors, who are not connected with the company. For properties with active tenancies, the valuation was performed using expected rental income and rental yields. For properties which are vacant, the valuation was performed using recent, comparable market transactions on an arms-length basis.

 

Property valuations are inherently subjective and derived using comparable market transactions which are not publicly available and involve an element of judgement. For these reasons, we have classified the valuations of our property portfolio as Level 3 as defined by IFRS 13. The inputs to the valuations are defined as ‘unobservable’ by IFRS 13. These key unobservable inputs are net equivalent yield and estimated rental values.

The carrying value of the buildings amounts to more than the fair value at the period end, therefore impairment has been recognised for all properties in the financial period.

 

In assessing the impairment for December 2024, the Directors engaged CBRE to prepare a 3rd party valuation of the 3 properties held within the Company. On the assumption that the assets would be valued at their individual asset value and sold as separately identifiable assets, the Directors believe the appropriate valuation as at December 2024 to be £130.9m. This is the sum of the CBRE valuations assuming the properties are sold as separately identifiable assets at their individual asset values. The Directors have then applied an allowance for costs of disposal of 0.75% of the CBRE valuation to comply with IAS 36.6. This is a variation to the approach that was taken in the prior year whereby the properties were valued under the assumption that they would be sold within the corporate wrapper.

 

 

6
Debtors
2024
2023
as restated
£
£
Trade debtors
172,551
243,254
VAT recoverable
501,241
602,841
Other debtors
2,203,566
2,143,272
Prepayments and accrued income
57,844
137,062
2,935,202
3,126,429
FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
- 8 -
7
Creditors
2024
2023
as restated
Notes
£
£
Other creditors
8
1,231,324
62,008,200
Taxation and social security
1,807
3,854
Deferred income
9
401,152
363,510
1,634,283
62,375,564
8
Other creditors
2024
2023
as restated
£
£
Trade creditors
293,501
1,361,173
Amount owed to group companies
60
59,603,839
Amounts owed to related parties
24,000
-
0
Accruals
717,199
799,953
Other payables
196,564
243,235
1,231,324
62,008,200

Amounts owed to group companies are interest free and repayable on demand.

 

Included within the prior year balance of £59,603,839 is an amount due to a related company under a loan note. During the year, the company entered into a deed to be discharged and released by the related company from its obligations and liabilities in respect of the loan note, amounting to £59,603,811 in accordance with the terms and conditions outlined in the Deed of Release.

9
Deferred revenue
2024
2023
£
£
Arising from rental income
401,152
363,510
10
Deferred taxation
2024
2023
£
£
Fixed asset timing differences
3,585,687
1,548,300
3,585,687
1,548,300
FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
10
Deferred taxation
(Continued)
- 9 -

The following is the deferred tax liability recognised by the company and movement thereon during the current reporting period.

£
Liability at 1 January 2023
482,222
Deferred tax movements in prior year
Charge to profit or loss
1,066,078
Balance at 31 December 2023
1,548,300
Deferred tax movements in current year
Charge to profit or loss
2,037,387
Liability at 31 December 2024
3,585,687

Tax losses of £13.7m (2023: £4.5m) and unrealised capital losses of £34.6m (2023: £29.3m) have not been recognised for deferred tax purposes on the basis there is uncertainty whether there will be future taxable profits to enable the utilisation.

11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued, authorised and fully paid
Ordinary shares of 1p each
10,000
10,000
100
100
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued, authorised and fully paid
Redeemable preference shares of 1p each
106,117
101,517
1,061
1,015
Total equity share capital
1,161
1,115

During the year, the company issued 4,600 (2023: 51,658) redeemable preference shares of £0.01 each at an issue price of £1,000. These shares carry no voting rights, no entitlement to dividends, but are redeemable at the issue price at the option of the company or with priority to the ordinary shareholders on a winding up.

 

The ordinary shares carry one vote each, entitle the holder to dividends and to participate in a distribution arising from a winding up, but only after the redeemable shareholders have been repaid the full issue price of the redeemable shares.

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
- 10 -
12
Share premium account
2024
2023
£
£
At the beginning of the year
101,515,985
49,858,501
Issue of new shares
4,599,954
51,657,484
At the end of the year
106,115,939
101,515,985
13
Credit facility

There is a credit facility within the group and Ferrado UK Limited is liable for any amounts it draws down on this facility, along with being jointly liable on any other amounts drawn down by other parties, should those other parties not be able to settle its liability.

 

On 17th April 2023, Ferrado UK Limited, along with other companies within the group entered into a 150 million Euro Group Credit Facility with Caixa Bank for the purpose of general corporate needs. The drawdown period is 1 year with the possibility of two 1-year extensions up to a total extended drawdown period of 3 years. Interest is chargeable at 0.50% to 0.64% plus EURIBOR/SOFR/SONIA depending on the currency of the drawdown. All borrowing entities (which includes Ferrado UK Limited) are liable for any amounts drawn from the facility in a situation where the party which initiated the drawdown of funds are not able to pay. There is no security granted over the shares or assets of Ferrado UK Limited. As at the date of signing, Ferrado UK Limited has not drawn down on the facility.

 

The credit facility has increased to 200 million Euro during the current year.

 

Rosp Corunna P.E (who is one of the other parties to the credit agreement) has drawn down 22.5m Euros in the year. This is not reflected as a liability for Ferrado UK Limited as Ferrado UK Limited would only be liable in a situation where Rosp Corunna P.E is unable to pay.

14
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 qualified and the auditor reported as follows:

Basis for qualified opinion

The company holds investment property with a carrying value of £129.8m as at 31 December 2024 (2023: £124.5m). Following impairment reviews in both the current and prior period, the carrying value of the investment property is impaired to its recoverable amount, being the fair value less costs of disposal.

In accordance with International Financial Reporting Standards (IFRS) 13 ‘ Fair Value Measurement', the fair value of the investment property recognised as an asset should reflect the property as a unit of account, however, in prior years fair value has incorrectly reflected the proceeds that would be received by the company for the sale of shares in a special purpose vehicle holding the property.
FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
14
Audit report information
(Continued)
- 11 -
As at 31 December 2024, the directors have changed their approach and valued investment properties at their individual asset values in accordance with IFRS 13 and this change has resulted in an impairment of £5.2m to the investment property as at 31 December 2023. The directors have adjusted the impairment through the current year's income statement. However, this impairment should have been accounted for as a prior period adjustment and restated the comparative information in accordance with International Accounting Standard (IAS) 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors'.

As such, the investment property value recognised in the balance sheet as at 31 December 2023 is materially overstated by £5.2m, and the impairment charge through the income statement in the current year is overstated by the same amount. In addition, opening retained earnings as at 1st January 2023 were overstated by £3.7m and the impairment charge for the year ended 31st December 2023 understated by £1.5m. In addition, were any adjustment to these amounts to be required, the directors' report would also need to be amended.

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 qualified opinion.
Senior Statutory Auditor:
Tatiana Gullan
Statutory Auditor:
Grant Thornton UK LLP
Date of audit report:
4 June 2025
FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
- 12 -
15
Other leasing information
Lessor

The operating leases represent tenancy agreements with third parties to occupy the three properties within Ferrado UK Limited. The leases are negotiated over terms of two to fifteen years and rental income are typically fixed for between five and ten years, although most longer leases include a provision for five-yearly upward rent reviews according to prevailing market conditions. There are no options in place for either party to extend the lease terms.

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

2024
2023
£
£
Within one year
1,613,446
1,688,384
Between two and five years
6,899,497
5,976,168
Over five years
3,916,633
5,051,398
Total undiscounted lease payments receivable
12,429,576
12,715,950
16
Capital commitments

The company has commitments for future capital expenditure not provided for in the accounts of £16.90m.

17
Related party transactions

During the year, CLI Dartriver Limited provided services to Ferrado UK Limited amounting to £1,159,943 (2023: £873,858). At the year-end, Ferrado UK Limited had an outstanding balance of £24,000 (2023: £79,667) owed to CLI Dartriver Limited. Neil Thompson is a director of both companies.

18
Controlling party

The immediate parent company of Ferrado UK Limited is Ferrado Inmuebles SL, while the ultimate parent company is Rosp Corunna SL whose registered office address is Plaza Maria Pita 17, 5001, A Coruna, Spain. The ultimate controlling party is Sandra Ortega Mera.

 

The smallest and largest group in which the results of the company are included within is that headed by Rosp Corunna SL. Copies of these consolidated financial statements are publicly available from the Central Mercantile Register in Spain.

19
Events after the reporting date

In February 2025 a funding request of £5.9m was submitted, approved and received from the shareholders of Ferrado UK Limited to fund ongoing development across the 3 investment properties.

FERRADO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
- 13 -
20
Prior period adjustment

A prior year restatement was required in respect of a previously recognised grossing up of revenue and cost of sales. Previously, service charge shortfalls not recoverable from tenants were recognised as a separate revenue and cost of sales, when the shortfall is already inherently recognised as the difference between service charge revenue and service charge cost of sales. The impact on the 2023 income statement is a reduction in revenue of £674,368 and a reduction in cost of sales by the same amount, with no impact on loss for the financial year. There is no impact on the 2023 balance sheet or on the statement of changes in equity, nor on opening reserves as at 1 January 2023.

 

 

A prior year restatement of £240,000 was also required in respect of internal invoices for the purposes of tracking service charge shortfalls being recognised in both prepayments as part of debtors and in other payables as part of creditors in the 2023 balance sheet. There is no impact on net assets, nor on the income statement or statement of changes in equity. There is no impact on opening reserves as at 1 January 2023.
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