Company Registration No. 09557982 (England and Wales)
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
COMPANY INFORMATION
Directors
Mr J S Goldstein
Mr J Lang
Mr G Conway
Mr J N D Stelzer
(Appointed 29 April 2025)
Company number
09557982
Registered office
72 Welbeck Street
London
W1G 0AY
England
Auditor
Ernst & Young LLP
Liberation House
Castle Street
St Helier
Jersey
JE1 1EY
Channel Islands
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 20
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for The Stage Shoreditch Residential Limited (the "Company") for the year ended 31 December 2024.

Fair review of the business

The principal activity of the Company is to sell residential property on a site in Shoreditch, London.

 

The Company’s development site is located within a prime London metropolitan area and is well-placed to benefit from the positive long-term outlook for the city.

Key performance indicators

Turnover for the year has decreased year on year mainly due to lower sales completion during the year. Additionally, the Company received rental income derived from short-term lets of the some of the available residential units. Gross profit is £2,570,351 in the year (2023 profit: £9,531,123).

Other performance indicators

A part of the Company's strategy is to identify risks and uncertainties in the course of its day to day operations and assess those risks with a view to minimising or mitigating these where possible. The directors consider that the principal risks and uncertainties faced by the Company are in the following categories:

 

Market risk

The major market risk factor affecting the property investment activities are:

- Tenants defaulting in the payment of rent and charges;

- Increased interest rate on borrowings

The Company manages these risks through suitable policies and procedures. The Company is committed to improving performance through regular review and continuous learning.

 

Liquidity risk

The liquidity risk faced by the Company is the inability to meet its financial obligations as they fall due. The Company manages this liquidity risks by continually monitoring its cash flow commitments and cash reserves with a wider focus on any potential economic impact of being able to service its existing debt facility.

 

Credit risk

The Company's debtors are mostly comprised of tenants with short term lease of the residential units. The risk of the tenants defaulting on their rental payment is mitigated by appropriate credit checks performed on tenants to ensure they are able to meet their rental obligations.

 

Other information and explanations

The directors consider, both individually and together, that they have acted in the way they consider in good faith would be most likely to promote the success of the Company for the benefit of its stakeholders (having regard to matters set out in Section 172 (1) (a) to (f) of the Companies Act 2006) in the decisions taken during the year ended 31 December 2024. Such considerations are set out below, having regard for, amongst other matters, the following:

 

- the need for the Company to foster strong business relationships with all stakeholders;

- the likely long term consequences of any decision making during the financial year;

- the need to communicate strategic decisions to stakeholders and explain the thought process and impact;

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

- the desirability of the Company maintaining a reputation for high standards of business conduct;

- the impact of the Company's operations on the community and the environment;

- the health, safety and wellbeing of suppliers and those on-site; and

- the need to act fairly and with integrity.

 

Whilst the Company does not have any employees (refer to note 5), and does not envision any significant impact to the community or environment due to its operations, no disclosures in relation to the same have been made below. The directors understand the importance of maintaining positive relations with all stakeholders.

 

Suppliers

As part of ensuring that the Company’s and its stakeholders’ commercial dealings are aligned, regular meetings and other forms of engagement are undertaken. This allows the Company to build on the relationships, discuss the appropriate strategic decisions and ensure milestones are met. This is important to ensure that the principal activity of the Company meets the end customers'

requirements whilst suppliers are treated ethically and fairly.

 

Customers

The leaseholders of the residential property are the principal end customers of the Company. The Company continuously seeks to identify areas of the property which can be improved with the aim to provide an overall better area in which the leaseholders can operate. The Company through the operations of other intra-group entities also engage with leaseholders in order to identify areas which can be refined in order to provide a more engaging space to the local community which ultimately leads to increased performance.

 

Shareholders

The Company seeks to generate a long term and stable return for its shareholders. The completion of the development site with the sale of some of the residential properties demonstrates the Company's ultimate intention to serve its shareholders.

On behalf of the board

Mr J S Goldstein
Director
3 July 2025
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their report of The Stage Shoreditch Residential Limited (the "Company") for the year ended 31 December 2024.

Principal activities

The principal activity of the Company is to sell residential property on a site in Shoreditch, London.

Results and dividends

The loss for the period, after taxation, amounted to £1,618,162 (2023: £28,511,172). The directors do not recommend payment of a dividend.

Directors

The directors who held office during the year and up to the date of approval of the financial statements were as follows:

Mr J S Goldstein
Mr S S Conway
(Retired 31 March 2025)
Mr R M Pilkington
(Resigned 27 March 2024)
Mr J Lang
Mr G Conway
Mr J Cole
(Appointed 27 March 2024 and retired 29 April 2025)
Mr J N D Stelzer
(Appointed 29 April 2025)
Qualifying third party indemnity provisions

The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' Report.

Future developments

The directors anticipate that the activity of the Company will continue up until all residential units are sold.


Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 September 2026 (the ‘going concern period’). At 31 December 2024, the Company has net current asset of £197,383,490 (2023 net current liabilities: £45,798,626) and net assets of £68,877,264 (2023 net liabilities: £45,798,626). The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through the going concern period.

 

The directors of the Company have prepared a robust forecast of the anticipated residential unit sales and operational outgoings of the Company over its going concern period which considers severe but plausible downside risks. In preparing the cash flow forecast for this Company as part of the group of companies (“Residential Group”) party to the Macquarie facility over the going concern period, the directors have considered all known operational expenses including the amortisation of the loan facility.

 

Having considered the downside risk, there is a possibility that the anticipated sales of the residential properties might not be achieved in line with management’s forecasted cash flows (either from a quantum or timing perspective), which could result in cash shortfall and could adversely affect the debt amortisation repayments due during the going concern period; in this case, the Company would be reliant on further discretionary funding from its investors which is not within management’s control. Therefore, there is a material uncertainty which casts significant doubt over the going concern of the Company namely, we note that there is a risk that the entity will be unable to make the scheduled loan repayments in line with the amortisation schedule and fund working capital requirements of the entity as well as the risk that investors will not advance additional funding to cover the shortfall should the Company fail to meet its sales targets.

 

However, the directors are confident that sales will improve during the going concern period and the amortisation targets will be achieved, with any shortfall funded by the investors of The Stage Shoreditch LLP group. The directors therefore consider it appropriate to prepare the Company’s accounts on a going concern basis for the going concern review period to 30 September 2026.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Auditor

Ernst & Young LLP were 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, being information needed by the auditor in connection with preparing its report, of which the Company’s auditor is unaware. Having made enquiries of fellow directors and the Company's auditor, each director has taken all the steps that they are obliged 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.

Subsequent events

Details of any subsequent event are set out in note 17.

This report has approved by the board on 3 July 2025 and has been prepared in accordance with Companies Act 2006.

On behalf of the board
Mr J S Goldstein
Director
3 July 2025
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors are responsible for preparing the Directors' 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) including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland.' 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 those financial statements, the directors are required to:

 

 

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.

 

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE STAGE SHOREDITCH RESIDENTIAL LIMITED
- 6 -
Opinion

We have audited the financial statements of The Stage Shoreditch Residential Limited (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 17 including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 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:

Basis for opinion

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 uncertainties relating to going concern

We draw attention to Note 1.2 in the financial statements, which indicates that the Company has material uncertainties regarding its ability to continue as a going concern. The material uncertainties relate to (i) Company’s ability to generate income to pay off the loan balance and fund the working capital requirements and (ii) whether the Company will be able to secure additional commitment from the its parent company to cover the identified cash shortfall within the going concern period.

As stated in Note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a going concern.

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.

Other information

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 this 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 the 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 the audit:

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE STAGE SHOREDITCH RESIDENTIAL LIMITED
- 7 -
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 strategic report or 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:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 5, 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

 

 

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE STAGE SHOREDITCH RESIDENTIAL LIMITED
- 8 -

 

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Christoper James Matthews, FCA (Senior statutory auditor)
For and on behalf of Ernst & Young LLP
Statutory Auditor
Jersey
Channel Islands
3 July 2025
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
53,455,444
159,419,336
Cost of sales
(50,885,093)
(149,888,213)
Gross profit
2,570,351
9,531,123
Administrative expenses
15,415,488
(27,209,457)
Fair value losses on derivatives
7
(1,026,059)
-
Operating profit/(loss)
4
16,959,780
(17,678,334)
Interest payable and similar expenses
7
(17,779,181)
(8,409,449)
Loss before taxation
(819,401)
(26,087,783)
Taxation
8
(798,761)
(2,423,389)
Loss after taxation
(1,618,162)
(28,511,172)
Other comprehensive income/(loss)
-
-
Total comprehensive profit/(loss) for the year
(1,618,162)
(28,511,172)

The notes on pages 12 to 20 form part of these financial statements.

 

The Statement of Comprehensive Income has been prepared on the basis that all amounts relate to continuing operations.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Current assets
Inventory
9
213,241,046
258,524,371
Debtors: amount falling due within one year
10
18,834,747
63,069,730
Cash at bank
514,584
3,708,810
232,590,377
325,302,911
Creditors: amounts falling due within one year
11
(35,206,887)
(371,101,537)
Net current assets/(liabilities)
197,383,490
(45,798,626)
Creditors: amounts falling due after more than one year
12
(128,506,226)
-
0
Net assets/(liabilities)
68,877,264
(45,798,626)
Capital and reserves
Called up share capital
13
100
100
Share premium account
116,294,052
-
0
Profit and loss reserves
(47,416,888)
(45,798,726)
Total equity
68,877,264
(45,798,626)

The notes on pages 12-20 form part of these financial statements.

The financial statements on pages 9 to 20 were approved by the board of directors and authorised for issue on 3 July 2025 and are signed on its behalf by:
Mr J S Goldstein
Director
Company Registration No. 09557982
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
100
-
0
(17,287,554)
(17,287,454)
Year ended 31 December 2023:
Total comprehensive loss for the year
-
-
(28,511,172)
(28,511,172)
Balance at 31 December 2023
100
-
0
(45,798,726)
(45,798,626)
Year ended 31 December 2024:
Total comprehensive income for the year
-
-
(1,618,162)
(1,618,162)
Issue of share capital
13
-
0
116,294,052
-
116,294,052
Balance at 31 December 2024
100
116,294,052
(47,416,888)
68,877,264
The notes on page 12-20 form part of these financial statements.
THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

The Stage Shoreditch Residential Limited is a private company limited by shares incorporated in England and Wales. The registered office was changed to 72 Welbeck Street, London, W1G 0AY on 23 April 2024 (previously 116 Upper Street London N1 1QP). The Company number is 09557982. The Company was incorporated on 23 April 2015.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

 

The results of the Company are included in the consolidated financial statements of The Stage Shoreditch LLP, an entity incorporated in England and Wales. The financial statements of The Stage Shoreditch LLP are prepared in accordance with FRS102 and can be obtained from 72 Welbeck Street, London W1G 0AY. Therefore, the Company has taken the exemption under section 1.12b of FRS 102 from the requirement to prepare a statement of cash flows and related disclosures for the financial period.

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes the Companytrue will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 September 2026 (the ‘going concern period’). At 31 December 2024, the Company has net current asset of £197,383,490 (2023 net current liabilities: £45,798,626) and net assets of £68,877,264 (2023 net liabilities: £45,798,626). The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through the going concern period.

 

The directors of the Company have prepared a robust forecast of the anticipated residential unit sales and operational outgoings of the Company over its going concern period which considers severe but plausible downside risks. In preparing the cash flow forecast for this Company as part of the group of companies (“Residential Group”) party to the Macquarie facility over the going concern period, the directors have considered all known operational expenses including the amortisation of the loan facility.

 

Having considered the downside risk, there is a possibility that the anticipated sales of the residential properties might not be achieved in line with management’s forecasted cash flows (either from a quantum or timing perspective), which could result in cash shortfall and could adversely affect the debt amortisation repayments due during the going concern period; in this case, the Company would be reliant on further discretionary funding from its investors which is not within management’s control. Therefore, there is a material uncertainty which casts significant doubt over the going concern of the Company namely, we note that there is a risk that the entity will be unable to make the scheduled loan repayments in line with the amortisation schedule and fund working capital requirements of the entity as well as the risk that investors will not advance additional funding to cover the shortfall should the Company fail to meet its sales targets.

 

However, the directors are confident that sales will improve during the going concern period and the amortisation targets will be achieved, with any shortfall funded by the investors of The Stage Shoreditch LLP group. The directors therefore consider it appropriate to prepare the Company’s accounts on a going concern basis for the going concern review period to 30 September 2026.

1.3
Turnover

Turnover from the sale of residential property and short term letting of residential property is recognised when it is probable that the economic benefits from the transaction will flow to the Company, all significant risks and rewards of ownership have been passed to the purchaser and the amount of turnover earned can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates and value added tax.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Inventory

Inventory represents completed residential properties held with the intention of sale in the ordinary course of the Group’s operations and are valued at the lower of cost and estimated selling price, net of selling cost. Cost include all direct costs related to developing the properties for their intended use including the cash premium paid in advance to acquire the finance headlease which entitles the Company to utilise the land upon which the residential stock has been built. At the reporting date, some of the residential properties have been rented on short-term lease. Given the duration of the lease and availability to sell upon request, these trading stocks have been recognised as inventory.

 

Sales and marketing costs related to the completed properties are written off as cost of sales expenses when incurred.

 

Under FRS 102, the Company has elected to capitalise borrowing costs that are directly attributable to the development of a qualifying asset. As a result, inventory includes borrowing costs of £nil (2023: £13,553,657) relating to the development which have been capitalised in the year. The residential property under development was completed in December 2023. Borrowing costs incurred after the completion date have been expensed.

 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventory over its estimated selling price less cost to complete and sell is recognised as an impairment loss in the Statement of Comprehensive Income. Reversals of impairment loss are also recognised in the Statement of Comprehensive Income.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash at bank and 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.

1.6
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 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.

 

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit or 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 and it is certain that the carrying amount will not be recovered in full. If an asset is impaired, the impairment loss is the difference between the carrying amount and recoverable amount. 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.

 

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.

Derecognition of financial liabilities

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

1.7
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.

1.8
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 income statement 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.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, 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.

1.9
Company as a lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Assets held under finance leases are recognised as investment property at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the Statement of Financial Position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. Each lease payment is allocated between repayment of the liability and a finance charge to achieve a constant rate of return on the outstanding liability. The investment properties held under finance leases are subsequently carried at their fair value as they are held for long term capital appreciation. At the reporting date, the cumulative interest of £nil (2023: £nil).

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.

 

The following are the Company's key sources of estimation uncertainty and the areas requiring significant judgement:

Judgements
Impairment of debtors

The Company makes a judgement of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider factors including the ageing profile and historical experience. The debtor balance at the reporting date includes a provision for impairment, see note 10 for carrying amount of debtors.

Impairment of residential units held as inventory

Inventory is stated at the lower of cost or net realisable value (NRV). Where there are indicators of impairment of residential property inventory, which indicate that the carrying value may not be recoverable, the Company performs impairment tests based on the fair value by comparing the carrying value with its recoverable amount, being the higher of its fair value, less costs to sell and its value in use. At the reporting date, there has been no impairment (2023: £nil).

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 16 -
Estimates
Taxation

The Company establishes provisions based on reasonable estimates based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

Accrued expenses

The Company recognises estimates in relation to accrued expenses recorded at the year end based on past experience of similar outgoings incurred or their knowledge of the expected outgoings to be incurred depending on the nature of goods or services rendered that are yet to be billed.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Residential property sales
50,311,504
159,047,336
Residential rental income
2,470,054
-
Service charge income
673,886
372,000
53,455,444
159,419,336
4
Operating loss
2024
2023
Audit fees
27,686
12,250
(Reversal of Impairment) / Impairment of amount from group undertaking
(21,729,893)
21,729,893
Fair value losses on derivatives
1,026,059
-

No non-audit services were provided during the year (2023: £nil).

5
Employees

The number of persons employed by the Company during the year was nil (2023: nil).

6
Directors' remuneration

All directors of the Company received no remuneration during the current year (2023: £nil) from the Company or any entities within the Group. The directors believe that their qualifying services provided to the Company are incidental to the qualifying services provided to the members of The Stage Shoreditch LLP.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
16,428,176
8,330,323
Finance cost
1,351,005
79,126
17,779,181
8,409,449
Fair value loss on derivatives
Change in value of derivatives
1,026,059
-
0
1,026,059
-
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
798,761
2,423,389

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(819,401)
(26,087,781)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(204,850)
(6,130,629)
Corporate interest restriction allocated disallowances
6,708,347
6,165,805
Tax effect of expenses that are not deductible in determining taxable profit
(5,432,473)
(2,784,988)
Relief for losses brought forward
(407,464)
5,106,526
Residential property developer tax (RPDT) payable
-
0
66,675
Prior year adjustment
135,201
-
0
Taxation charge for the year
798,761
2,423,389
Taxation charge in the financial statements
798,761
2,423,389

In the March 2021 budget, it was announced that legislation would be introduced in the Finance Bill 2021 to increase the main rate of UK corporation tax from 19% to 25%, effective April 2023. This was substantively enacted in May 2021 therefore, any closing deferred tax balance is calculated at 25%. The forthcoming change in the corporation tax rate in future years is not expected to materially affect the future tax charge.

 

The Company has cumulative taxable losses arising in the UK of £3,350,127 (2023: £1,629,856) that are available indefinitely for offset against future taxable profits.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
9
Inventory
2024
2023
£
£
At 1 January
258,524,371
371,728,273
Additions of capitalised costs
2,831,737
24,538,661
Transfer to Cost of Sales
(48,115,062)
(137,742,563)
213,241,046
258,524,371
The carrying amount of inventory of 31 December is represented by:
Work in progress
148,977,482
194,260,807
Capitalised borrowing costs and amortisation of loan arrangement fees
64,263,564
64,263,564
213,241,046
258,524,371

Prior to financial year 2024, the capitalisation rate for the borrowing cost was based on the interest on the bank loan being 3.25% margin plus LIBOR per annum. In 2023 financial year, the capitalisation rate was based on the interest rate 3.25%

margin plus SONIA RATE for that day.

 

Under FRS 102, the Company capitalises the development expenditure and can elect to capitalise borrowing costs that are directly attributable to the development of a qualifying asset. As a result, stock includes borrowing costs relating to the development which have been capitalised in the year of £nil (2023: £13,553,657). The total borrowing costs capitalised since the start of development is £64,263,564 (2023: £64,263,564).

 

These costs are recognised against the proceeds of the sales to determine the profit of the development.

 

The Company has pledged its residential trading inventory as security for a commercial loan.

 

10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
154,255
-
0
Amounts owed by group undertakings
17,233,787
53,905,888
Derivative financial instruments
508,541
-
Other debtors
646,105
8,913,255
Prepayments and accrued income
292,059
250,587
18,834,747
63,069,730

Amounts owed by group undertakings are unsecured, interest free and payable on demand without restrictions. Amounts due from group undertakings are stated after provisions for impairment of £nil (2023: £21,729,893).

 

Amounts falling within one year based on the contractual term of payable on demand, however these amounts are not expected to be realised within one year but intended to be settled within the foreseeable period.

 

 

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
11
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
27,028,179
201,823,626
Trade creditors
778,772
1,113,687
Amounts owed to group undertakings
-
0
156,924,766
Corporation tax
663,560
2,423,389
Other creditors
6,079,874
5,892,189
Accruals and deferred income
656,502
2,923,880
35,206,887
371,101,537

Amounts due to group undertakings are unsecured, interest free and payable on demand without restrictions.

Included in amounts due to group undertakings is an unsecured, interest free loan from The Stage Shoreditch LLP, the parent undertaking of the Group, of £nil (2023: £65,175,657) which is payable on demand without restrictions. Accordingly this has been classified as current.

 

On 5 January 2024 the outstanding loan balance of £201,823,626 due to Lloyds Bank Plc was repaid in relation to the

residential development and a new facility secured with Macquarie Principal Finance Pty Limited, see details on note 12.

12
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
128,506,226
-
0

The Company has pledged its residential trading inventory as security for a commercial loan.

 

On 5 January 2024, the outstanding loan balance of £201,823,626, see note 11 due to Lloyds Bank plc was repaid in relation to the residential development and a new facility secured with Macquarie Principal Finance Pty Limited, UK granting the new lender security over the residential tower. The commitment on the new facility was £188 million and expires on 5 January 2027. During the year, the Company partially repaid £31,892,575 of the commitment. At the reporting date, the outstanding loan being the aggregate of the bank loan balance shown in note 11 net of capitalised financing cost of £3,533,897 was £155,534,405.

13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

On 8 January 2024, the share capital of £100 was transferred from The Stage Shoreditch (Master) Unit Trust to The Stage Shoreditch Residential Holdco Limited for a share premium of £116,294,052.

 

The Company has profit or loss reserves which comprises of the total comprehensive income or loss for the period.

THE STAGE SHOREDITCH RESIDENTIAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
14
Commitments

On 5 January 2024, the Company entered into a new facility of Macquarie Principal Finance Pty Limited to partially repay the £390 million facility held with Lloyds Bank Plc. Thus provided a guarantee in respect of a commercial loan of £188 million via a fixed and floating charge on its assets and shares of the residential entity. The Company does not have any other financial commitments, guarantees and contingencies aside from the disclosed commitments.

15
Related party transactions

Agent fees of £520,849 (2023: £162,936) were provided by Vanke Beijing Real Estate Agent Ltd., a member of China Vanke Co., Ltd. group, of which Abloom Homes Limited is a member, which is also a member of The Stage Shoreditch LLP. There is a balance of £nil due to Vanke Beijing Real Estate Agent Ltd. as at 31 December 2024 (2023: £57,848).

 

The Company has been charged agent fees of £137,788 (2023: £280,419) by Galliard Homes Limited, a subsidiary of Galliard Holdings Limited. There is outstanding balance due to Galliard Homes Limited £247,252 (2023: £nil).

 

All of the transactions are at market rates and considered to be arm's length.

 

At the reporting date, the amounts due from fellow members of the Group was £17,233,787 (2023: £53,905,888). At 31 December 2024, the amounts due to fellow members of the Group was £nil (2023: £91,749,110).

 

All amounts are from The Stage Shoreditch Residential Holdco Limited Holdco post capitalisation.

 

The Company has taken advantage of the exemption afforded by FRS 102.33.1A not to disclose transactions between wholly owned members of the Group.

 

16
Parent Undertaking

The Company's immediate parent undertaking is The Stage Shoreditch Residential Holdco Limited, an entity incorporated in England. The smallest group in which the results of the Company are consolidated is that prepared by The Stage Shoreditch LLP. Copies of the consolidated financial statements of The Stage Shoreditch LLP are publicly available from 72 Welbeck Street, London, W1G 0AY.

 

The largest group in which the results of the Company are consolidated is that prepared by Eldridge Industries LLC, of 600 Steamboat Road, Greenwich, CT 06830. The financial statements of this entity are not publicly available.

17
Subsequent events

There are no subsequent events to report.

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