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Registered number: 14478171










BASINGHALL (MH) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
BASINGHALL (MH) LIMITED
 
 
COMPANY INFORMATION


Directors
CN Vassilopoulos 
M Maraschin 
M Harris 




Company secretary
Breams Secretaries Limited



Registered number
14478171



Registered office
71 Queen Victoria Street
Floor 8

London

EC4V 4AY




Independent auditors
Sumer Auditco Limited

14th Floor

33 Cavendish Square

London

W1G 0PW





 
BASINGHALL (MH) LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 29


 
BASINGHALL (MH) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their strategic report for the year ended 31 December 2024.
The Company is a real estate holding company that, though its wholly owned subsidiaries, owns the commercial real estate asset known as 1 Basinghall, situated in the City of London. The asset currently serves as the global head quarters for a multinational bank and is undergoing an extensive redevelopment to suit the tenant’s operational and sustainability needs.

Business review
 
During the financial year, the Group achieved significant milestones, reinforcing its commitment to maintaining and enhancing the value of its real estate asset:
Property Upgrades
The redevelopment project at 1 Basinghall commenced according to all key milestones during the year.  Capital expenditures remain fully funded, with some headroom available to further enhance the tenant experience through additional upgrades at the building.  During the year, the redevelopment progressed according to milestone dates committed to our Tenant, with an expected completion date in late 2025.
Reserve for Debt Interest
To safeguard against potential cash flow variability, particularly in relation to meeting future leasing targets, the company has established a dedicated cash reserve to cover potential interest shortfalls. This prudent approach underscores our commitment to financial stability.  The cash reserve increased during the financial year.

Principal risks and uncertainties
 
The directors are aware of the potential risks associated with tenant occupancy, market conditions, and interest rate fluctuations. However, the proactive measures taken, including tenant lease extensions, fixed-rate debt, and the creation of a dedicated reserve, mitigate these risks effectively.

Financial key performance indicators
 
The directors utilize specific KPIs to measure performance and ensure effective risk management. These KPIs reflect the company’s strategic objectives and include:
De-Risked Capital Expenditure (CapEx) Program
The Group has substantially fixed its contract with the appointed contractor, minimizing provisional sums and reducing risks associated with cost overruns. This approach ensures greater predictability in the delivery of the upgrade works.
Fixed Interest Costs
The refinancing of debt with a fixed-rate facility has effectively mitigated risks associated with interest rate fluctuations, providing financial certainty through to October 2027.
 
Page 1

 
BASINGHALL (MH) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Enhanced Sustainability and Efficiency Standards
As part of the redevelopment plan, the Group has reallocated savings within the development budget to upgrade the building’s central plant to best-in-class standards. This initiative will position 1 Basinghall as one of the most energy-efficient and sustainable buildings in the City of London, supporting the Group’s commitment to ESG principles and enhancing the building’s market appeal.
Financial Position and Performance
The Group remains in a strong financial position, with sufficient liquidity to meet both operational and investment requirements. The refinancing of debt and extension of the tenant lease have bolstered future cash flow predictability, while the capital expenditure program is expected to enhance asset value.

Future outlook
 
Looking ahead, the Group remains focused on the strategic enhancement of 1 Basinghall while maintaining financial discipline. The continued partnership with the tenant, ongoing property upgrades, and a strengthened ESG profile position the Group well to capitalize on market opportunities and deliver sustainable value to stakeholders.


This report was approved by the board and signed on its behalf.



................................................
M Maraschin
Director

Date: 24 June 2025

Page 2

 
BASINGHALL (MH) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Group and company is that real estate investment. Through the subsidiaries, the Group owns and manages 1 Basinghall Avenue, a prime commercial property located in the heart of London.

Results and dividends

The loss for the year, after taxation, amounted to £2,084,208 (2023 - profit £2,916,568).

No interim or final dividends were declared for the year ended 31 December 2024.

Directors

The directors who served during the year were:

CN Vassilopoulos 
M Maraschin 
M Harris 

Page 3

 
BASINGHALL (MH) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
M Maraschin
Director

Date: 24 June 2025

Page 4

 
BASINGHALL (MH) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED
 

Opinion


We have audited the financial statements of Basinghall (MH) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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


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.


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 Group's or the parent 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 directors with respect to going concern are described in the relevant sections of this report.





Page 5

 
BASINGHALL (MH) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
BASINGHALL (MH) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED (CONTINUED)


Auditors' 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 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 Group 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:

 
the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;
the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls);
management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and
the industry and environment in which it operates.

We also considered UK tax legislation, laws and regulations relating to employment, pension legislation and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the group:

laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax legislation, pension legislation and distributable profits legislation;
the timing of the recognition of income;
valuation of tangible fixed assets, specifically property;
significant external loan liabilities and compliance with covenants in agreements;
compliance with legislation relating to UK employment law, GDPR and health and safety;
management bias in selecting accounting policies and determining estimates;
use of journal entries;
manipulation of specific performance measures to meet remuneration targets;
recoverability of debtors, including intercompany debtors; and
understating liabilities.

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: 

enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;
inspection of relevant legal correspondence;
Page 7

 
BASINGHALL (MH) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED (CONTINUED)


assessment of matters reported to management and the result of the subsequent investigation;
obtaining an understanding of the relevant controls;
obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;
review documentation relating to compliance with the regulations relating to GDPR, Health and Safety;
challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to valuation of tangible fixed assets, accrued income and accruals;
testing the key assumptions in the valuation of the property and obtaining corrobative evidence to support the valuation;
identifying and testing journal entries, in particular any unusual journal entries and non-standard journal entries;
assessing the recovery of debtors, including intercompany debtors, in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;
confirming the validity of significant liabilities and compliance with loan covenants;
reviewing the financial statements for compliance with the relevant disclosure requirements;
performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
reviewing the correspondence with HMRC; and
evaluating the underlying business reasons for any unusual transactions.

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.


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 2006Our 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.





Rajiv Thakerar FCA (Senior Statutory Auditor)
for and on behalf of
Sumer Auditco Limited
Statutory Auditors
14th Floor
33 Cavendish Square
London
W1G 0PW

24 June 2025
Page 8

 
BASINGHALL (MH) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
14,544,320
10,780,160

Gross profit
  
14,544,320
10,780,160

Administrative expenses
  
(2,315,328)
(2,519,547)

Other operating income
 5 
-
6,000,000

Operating profit
  
12,228,992
14,260,613

Interest receivable and similar income
 8 
1,466,634
1,159,040

Interest payable and similar expenses
 9 
(15,779,834)
(12,503,085)

(Loss)/profit before taxation
  
(2,084,208)
2,916,568

(Loss)/profit for the financial year
  
(2,084,208)
2,916,568

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(2,084,208)
2,916,568

  
(2,084,208)
2,916,568

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 16 to 29 form part of these financial statements.

Page 9

 
BASINGHALL (MH) LIMITED
REGISTERED NUMBER: 14478171

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
(15,331,168)
(17,198,950)

Investment property
 13 
355,758,588
341,769,597

  
340,427,420
324,570,647

Current assets
  

Debtors: amounts falling due after more than one year
 14 
766,690
1,158,616

Debtors: amounts falling due within one year
 14 
439,648
440,255

Cash at bank and in hand
 15 
26,253,612
35,087,556

  
27,459,950
36,686,427

Creditors: amounts falling due within one year
 16 
(156,055,008)
(147,340,504)

Net current liabilities
  
 
 
(128,595,058)
 
 
(110,654,077)

Total assets less current liabilities
  
211,832,362
213,916,570

Creditors: amounts falling due after more than one year
 17 
(211,000,000)
(211,000,000)

Provisions for liabilities
  

Net assets
  
832,362
2,916,570


Capital and reserves
  

Called up share capital 
 19 
2
2

Profit and loss account
 20 
832,360
2,916,568

Equity attributable to owners of the parent Company
  
832,362
2,916,570

  
832,362
2,916,570


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
M Maraschin
Director

Date: 24 June 2025

The notes on pages 16 to 29 form part of these financial statements.

Page 10

 
BASINGHALL (MH) LIMITED
REGISTERED NUMBER: 14478171

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 12 
2
2

  
2
2

Current assets
  

Debtors: amounts falling due within one year
 14 
2
2

  
2
2

Creditors: amounts falling due within one year
 16 
(31,502)
(15,002)

Net current liabilities
  
 
 
(31,500)
 
 
(15,000)

Total assets less current liabilities
  
(31,498)
(14,998)

  

  

Net liabilities
  
(31,498)
(14,998)


Capital and reserves
  

Called up share capital 
 19 
2
2

Profit and loss account
 20 
(31,500)
(15,000)

  
(31,498)
(14,998)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



................................................
M Maraschin
Director

Date: 24 June 2025

The notes on pages 16 to 29 form part of these financial statements.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss of the parent Company for the year was £16,500.

Page 11

 
BASINGHALL (MH) LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


At 1 January 2023
2
-
2
2


Comprehensive income for the year

Profit for the year
-
2,916,568
2,916,568
2,916,568



At 1 January 2024
2
2,916,568
2,916,570
2,916,570


Comprehensive income for the year

Loss for the year
-
(2,084,208)
(2,084,208)
(2,084,208)


At 31 December 2024
2
832,360
832,362
832,362


The notes on pages 16 to 29 form part of these financial statements.

Page 12

 
BASINGHALL (MH) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
2
-
2


Comprehensive income for the year

Loss for the year
-
(15,000)
(15,000)



At 1 January 2024
2
(15,000)
(14,998)


Comprehensive income for the year

Loss for the year
-
(16,500)
(16,500)


At 31 December 2024
2
(31,500)
(31,498)


The notes on pages 16 to 29 form part of these financial statements.

Page 13

 
BASINGHALL (MH) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(2,084,208)
2,916,568

Adjustments for:

Amortisation of intangible assets
(1,867,782)
(1,478,874)

Interest paid
15,779,834
12,503,085

Interest received
(1,466,634)
(1,159,040)

Decrease/(increase) in debtors
392,533
(1,598,870)

Increase in creditors
8,714,504
143,779,871

Net cash generated from operating activities

19,468,247
154,962,740


Cash flows from investing activities

Additions/purchase of investment properties
(13,988,991)
(341,769,597)

Interest received
1,466,634
1,159,040

Cash received on acquisition of subsidiary
-
23,809,654

Net cash used in investing activities

(12,522,357)
(316,800,903)

Cash flows from financing activities

Other new loans
-
209,428,804

Interest paid
(15,779,834)
(12,503,085)

Net cash used in financing activities
(15,779,834)
196,925,719

Net (decrease)/increase in cash and cash equivalents
(8,833,944)
35,087,556

Cash and cash equivalents at beginning of year
35,087,556
-

Cash and cash equivalents at the end of year
26,253,612
35,087,556


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
26,253,612
35,087,556

26,253,612
35,087,556


The notes on pages 16 to 29 form part of these financial statements.

Page 14

 
BASINGHALL (MH) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

35,087,556

(8,833,944)

26,253,612

Debt due after 1 year

(211,000,000)

-

(211,000,000)


(175,912,444)
(8,833,944)
(184,746,388)

The notes on pages 16 to 29 form part of these financial statements.

Page 15

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Basinghall (MH) Limited (the 'Company) is a private limited by shares and is incorporated in England and Wales. The Company's registered office is at 71 Queen Victoria Street, Floor 8, London, United Kingdom, EC4V 4AY. The Company is a holding entity of a property investment group. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
 

 
2.3

Going concern

The financial statements have been prepared on a going concern basis.The Group and Company incurred losses during the year and had net current liabilities at the year end.
Included within the Group's current liabilities are loans due to related parties totalling £143m, which have been subordinated in favour of other loans that are due after more than one year.
The losses incurred includes significant non-cash items and related party charges. After adjusting for these transactions, the management's forecasts shows that the Group expects to generate sufficient cash flows to meet their liabilities as they fall due for at least 12 months from the date of approval of these financial statements. This is supported by the creation of a cash reserve to ensure sufficient coverage for potential interest shortfalls.
 
Based on these factors, the directors believe it is appropriate to prepare the financial statements on a going concern basis.     

Page 16

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue represents property rental income receivable in the year.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

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.

  
2.7

Other operating income

Other operating income relates to one-off fees charged to a related entity which has been recognised in the period.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 17

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.10

Investment property

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 profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Debtors

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.

 
2.13

Cash and cash equivalents

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.14

Creditors

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.

Page 18

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Page 19

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.15
Financial instruments (continued)


Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that may affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
Valuation of investment properties
The investment properties are carried in the balance sheet at fair value. The fair value is determined annually by the directors. The valuation of the investment properties is inherently subjective as it utilises, among other factors, comparable sales data and the expected future rental revenues. If any assumptions made in the valuation prove to be inaccurate, this may mean that the value of the investment properties in the accounts differs from the actual valuation, which could have a material effect on the financial position of the Group. Investment property valuations are a key source of estimation uncertainty for the Group.
Amortisation of negative goodwill
The negative goodwill is being amortised over an estimated useful life of 10 years. As per the accounting standards the estimate useful life is deemed to be finite and will not exceed this.
Accruals
Management estimation is required to determine the amount of various liabilities incurred during the year and still due at the year end.

Page 20

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Property rental income
14,544,320
10,780,160


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Debt restructuring fee income
-
6,000,000



6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
8,000
15,000


7.


Employees





The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Average number of employees (including directors)
3
3
3
3

Page 21

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Interest receivable

2024
2023
£
£


Other interest receivable
1,466,634
1,159,040

1,466,634
1,159,040


9.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
15,779,834
12,503,085

15,779,834
12,503,085

Page 22

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Taxation


2024
2023
£
£



Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the applicable rate of corporation tax in the UK of 25% (2023 - 24.69%). The differences are explained below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(2,084,208)
2,916,568


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 24.69%)
(521,052)
720,091

Effects of:


Non-taxable amortisation credit of goodwill and impairment
(466,946)
(365,129)

Capital allowances for year in excess of depreciation
(1,825,722)
(377,235)

Unrelieved tax losses carried forward
2,813,720
22,273

Total tax charge for the year
-
-

The Group has carried forward losses of £11,345,090 (2023: £90,211) to offset against future taxable profits. No deferred tax asset has been recognised due to uncertainity about the timing of future profits.

Page 23

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2024
(18,677,824)



At 31 December 2024

(18,677,824)



Amortisation


At 1 January 2024
(1,478,874)


Charge for the year on owned assets
(1,867,782)



At 31 December 2024

(3,346,656)



Net book value



At 31 December 2024
(15,331,168)



At 31 December 2023
(17,198,950)





Page 24

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
2



At 31 December 2024
2





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Basinghall (MB) Limited
England and Wales
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Basinghall (SH) Limited
England and Wales
Ordinary
100%
Basinghall (SB) Limited
England and Wales
Ordinary
100%
Basinghall Properties 1 Limited
England and Wales
Ordinary
100%
Basinghall Properties 2 Limited
England and Wales
Ordinary
100%
Trimantle Unit Trust
Jersey
Unit holder
100%

Basinghall (MB) Limited, Basinghall (SB) Limited, Basinghall (SH) Limited, Basinghall Properties 1 Limited and Basinghall Properties 2 Limited were entitled to exemption from audit under s479A of the Companies Act 2006 relating to subsidiaries. The parent company has given the guarantee to the subsidiaries for the financial period. The parent company has control over the Trimantle Unit Trust as the controlling party of the unit holder.
The registered office address of these entities is 71 Queen Victoria Street, Floor 8, London, EC4V 4AY.

Page 25

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Investment property

Group


Freehold investment property

£



Valuation


At 1 January 2024
341,769,597


Additions at cost
13,988,991



At 31 December 2024
355,758,588

The 2024 valuations were made by directors, on an open market value for exisiting use basis.



At 31 December 2024



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2024
2023
£
£


Historic cost
355,758,588
341,769,597

355,758,588
341,769,597



Page 26

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Prepayments and accrued income
766,690
1,158,616
-
-

766,690
1,158,616
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
-
3,593
-
-

Amounts owed by group undertakings
2
2
2
2

Other debtors
15,644
24,080
-
-

Prepayments and accrued income
424,002
412,580
-
-

439,648
440,255
2
2



15.


Cash and cash equivalents

Group
Group
2024
2023
£
£

Cash at bank and in hand
26,253,612
35,087,556

26,253,612
35,087,556



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
86,629
281,974
15,000
-

Amounts owed to group undertakings
-
-
2
2

Other taxation and social security
449,009
852,066
-
-

Other creditors
148,319,436
139,136,415
-
-

Accruals and deferred income
7,199,934
7,070,049
16,500
15,000

156,055,008
147,340,504
31,502
15,002


Page 27

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Other loans
211,000,000
211,000,000

211,000,000
211,000,000


Particulars of the loans are disclosed in note 18 of the financial statements.


18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£



Amounts falling due 2-5 years

Other loans
211,000,000
211,000,000


The other loans consists of two interest only loans which are secured by charges over the assets of the group entities and they are repayable in October 2027. Particulars of these are as follows:
The first loan is for £144m which is interest bearing loan and the interest is based on margin of 1.75% over the applicable fixed rate of 3.7482%. The margin is fixed until 22 April 2025 and will remain at this rate thereafter, provided that certain conditions attached to the loan are met.
The second loan is for £67m which is also an interest bearing loan and the interest is based on margin of 7.92% over the applicable fixed rate of 3.7482%. The margin is fixed until 22 April 2025 and will remain at this rate thereafter, provided that certain conditions attached to the loan are met.


19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2 (2023 - 2) Ordinary shares of £1.00 each
2
2



20.


Reserves

Profit and loss account

The reserves are all distributable.

Page 28

 
BASINGHALL (MH) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Contingent liabilities

The Company is part of a joint guarantee arrangement comprising the £211m total external group loans.


22.


Capital commitments

The group had entered into a development agreement with an entity that is controlled by the parent undertaking. At the year end, the group had contracted capital commitments in respect of this development amounted to £9.5m (2023: £23.6m), which have not been provided for in the financial statements.


23.


Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note in accordance with paragraph 33.1A of FRS 102. Details of transactions between the Group and other related parties are disclosed below:
During the year, management fees of £3,557,586 (2023: £2,715,429) were charged to the Group by Zeno Capital Limited, the parent undertaking. At the year end, the Group owed £7,726,669 (2023: £3,337,070) to Zeno Capital Limited which is included within other creditors due within one year.
During the year, the Group charged £Nil (2023: £6,000,000) to City Properties (London) Limited, a company registered in the British Virgin Island and controlled by Zeno Capital Limited. At the year, the Group owed £131,899,000 (2023: £131,899,000) to City Properties (London) Limited.
During the year, consultancy fees and construction costs of £13,792,413 (2023: £1,615,296) were capitalised within the carrying value of the investment property, were charged to the Group by Zeno Capital (UK) Limited, a company controlled by Zeno Capital Limited. At the year end, the Group owed £3,415,786 (2023: £880,101) to Zeno Capital (UK) Limited which is included within other creditors due within one year.


24.


Controlling party

The company is controlled by Zeno Capital Limited, a company registered in the British Virgin Islands.  

 
Page 29