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Registered number: 11186148
PORTROSS PROPERTY LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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PORTROSS PROPERTY LIMITED
COMPANY INFORMATION
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Chartered Accountants and Statutory Auditors
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PORTROSS PROPERTY LIMITED
CONTENTS
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Independent auditors' report to the members of Portross Property Limited
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Statement of comprehensive income including profit and loss account
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Statement of changes in equity
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Notes to the financial statements
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PORTROSS PROPERTY LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
The director presents his report and the financial statements for the year ended 28 February 2025.
Director's responsibilities statement
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The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the company during the year was the investment in and letting of commercial UK property.
The director who served during the year was:
Disclosure of information to auditors
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The director at the time when this Director's report is approved has confirmed that:
∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, Calders (1883) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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PORTROSS PROPERTY LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 2 July 2025 and signed on its behalf.
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PORTROSS PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PORTROSS PROPERTY LIMITED
We have audited the financial statements of Portross Property Limited (the 'Company') for the year ended 28 February 2025, which comprise the Statement of comprehensive income including profit and loss account, the Balance sheet, the Statement of changes in equity and the related notes, 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 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 28 February 2025 and of its profit 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
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PORTROSS PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PORTROSS PROPERTY LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.
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PORTROSS PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PORTROSS PROPERTY LIMITED (CONTINUED)
Responsibilities of directors
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As explained more fully in the Director's responsibilities statement set out on page 1, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered and undertook the following audit procedures in response:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company
and determined that the most significant are those that relate to the reporting frameworks (United
Kingdom accounting standards and Companies Act 2006);
• We obtained an understanding of the nature of the industry and sector, control environment and business
performance;
• The outcome of discussions with management and those charged with governance and any matters we
identified having obtained and reviewed the company’s documentation of their policies and procedures
related to:
- Identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance or any actual or potential litigation or claims;
- Detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
- The internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations;
• The matters discussed during the audit engagement team briefing regarding how and where fraud might
occur in the financial statements and any potential indicators of fraud. All engagement team members
were advised to remain alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit;
• Reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the
financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate
risks of material misstatement due to fraud;
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PORTROSS PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PORTROSS PROPERTY LIMITED (CONTINUED)
• Reviewing correspondence with HMRC and inspection of relevant legal correspondence;
• In addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments by testing manual journal entries, in particular journal entries
relating to management estimates and entries determined to be large or relating to unusual transactions;
• Assessing whether the judgements made in making accounting estimates are indicative of a potential
bias; and evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business;
• Assessment of the appropriateness of the collective competence and capabilities of the engagement
team included consideration of the engagement team’s:
- understanding of, and practical experience with audit engagements of a similar nature and
complexity through appropriate training and participation;
- knowledge of the industry in which the client operates;
- understanding of the legal and regulatory requirements specific to the company including:
• the provisions of the applicable legislation
• the applicable statutory provisions.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company for fraud and identified the greatest potential for fraud in the areas in which management is required to exercise significant judgement. We are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of the material amounts and disclosures in the financial statements.
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax legislation, and distributable profits legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate and avoid a material penalty. These included data protection, employment and health and safety regulations.
With regards to laws and regulations relating to the operating aspects of the company, these were discussed with management and were not considered fundamental to the operating of the business therefore should not have a material impact on the financial statements.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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PORTROSS PROPERTY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PORTROSS PROPERTY LIMITED (CONTINUED)
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 Auditors' 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.
Philip Ewen (Senior statutory auditor)
for and on behalf of
Calders (1883) LLP
Chartered Accountants
and Statutory Auditors
30 Orange Street
London
WC2H 7HF
2 July 2025
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PORTROSS PROPERTY LIMITED
STATEMENT OF COMPREHENSIVE INCOME INCLUDING PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of comprehensive income including profit and loss account.
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The notes on pages 11 to 16 form part of these financial statements.
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PORTROSS PROPERTY LIMITED
REGISTERED NUMBER: 11186148
BALANCE SHEET
AS AT 28 FEBRUARY 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 July 2025.
The notes on pages 11 to 16 form part of these financial statements.
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PORTROSS PROPERTY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
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The notes on pages 11 to 16 form part of these financial statements.
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PORTROSS PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
Portross Property Limited is a private company limited by share capital, incorporated in England and Wales, registration number 11186148. The address of the registered office is 30 Orange Street, London, WC2H 7HF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income including profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover represents the rent receivable for the year.
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PORTROSS PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Investment property is carried at fair value determined annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of comprehensive income including profit and loss account.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income including profit and loss account.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
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PORTROSS PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily ascertainable from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes may differ from these estimates.
The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.
The key areas of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:
Investment Property Valuation
The director uses his best judgement to estimate the valuation of the investment property at the balance sheet date using current market conditions.
Prepayments & accrued expenditure
The company includes a provision for invoices which are yet to be received from and amounts paid in advance to suppliers. These provisions are estimated based upon the expected values of the invoices which are issued and services received following the period end.
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The average monthly number of employees, including the director, during the year was as follows:
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PORTROSS PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Current tax on profits for the year
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Factors affecting tax charge for the year
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There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of25% (2024 -19% and 25% from 1st April 2023).
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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The investment property described as Land and buildings on the east side of Corporation Road, Newport, United Kingdom, NP19 0XB was acquired on 28th February 2019 and is shown at current valuation. The valuation is based on open market value for existing use, as determined by the director. The original cost of the investment property was £14,617,663.
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PORTROSS PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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The bank loan is secured by a fixed and floating charge over the investment property described in Note 6 and interest is charged at 2.05% over the SONIA Screen Rate.
The amounts owed to group undertakings includes an equity loan of £2,188,498 (2024 - £2,188,498) which bears no interest, a loan of £6,580,557 (2024 - £6,866,165) which currently bears interest at the Bank of England base rate but is subject to annual review (2024 - interest at 0%) and a further loan of £624,758 (2024 - £595,048) which bears interest at the Bank of England base rate (2024 - interest at 2% per annum).
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PORTROSS PROPERTY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due 2-5 years
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The company is a wholly owned subsidiary of Jamland Holdings Limited, a company incorporated in England and Wales. The ultimate controlling party is the Jam Trust, a trust established in the Republic of South Africa.
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