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Registered number: 01575985 BISHOPSWOOD ESTATES LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
BISHOPSWOOD ESTATES LIMITED
COMPANY INFORMATION
Directors | Bhupendra S Kansagra
| Ramesh S Kansagra
| Rajni S Kansagra
| Sunil R Kansagra
Registered number | 01575985
Registered office | Portland House
| 69-71 Wembley Hill Road
| Wembley
| Middlesex
| HA9 8BU
Independent auditors | Sopher + Co LLP
| Chartered Accountants & Statutory Auditors
| 5 Elstree Gate
| Elstree Way
| Borehamwood
| Hertfordshire
| WD6 1JD
BISHOPSWOOD ESTATES LIMITED
CONTENTS
| Page
Directors' report | 1 - 2
Independent auditors' report | 3 - 6
Statement of comprehensive income | 7
Statement of financial position | 8
Statement of changes in equity | 9
Notes to the financial statements | 10 - 15
BISHOPSWOOD ESTATES 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
The directors who served during the year were:
Bhupendra S Kansagra
Ramesh S Kansagra
Rajni S Kansagra
Sunil R Kansagra
Directors' responsibilities statement
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 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
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'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's auditors are aware of that information.
Auditors
Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. Page 1
BISHOPSWOOD ESTATES LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board on 27 August 2025 and signed on its behalf.
Bhupendra S Kansagra Director
Page 2
BISHOPSWOOD ESTATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BISHOPSWOOD ESTATES LIMITED
Opinion
We have audited the financial statements of Bishopswood Estates 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, 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 31 December 2024 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.
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 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
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 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 3
BISHOPSWOOD ESTATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BISHOPSWOOD ESTATES LIMITED (CONTINUED)
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 1, 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. Page 4
BISHOPSWOOD ESTATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BISHOPSWOOD ESTATES 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 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the property sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, environmental and health and safety legislation; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and ∙understanding the design of the Company’s remuneration policies. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors. Page 5
BISHOPSWOOD ESTATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BISHOPSWOOD ESTATES LIMITED (CONTINUED) There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities 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 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. Martyn Atkinson FCA (Senior statutory auditor) for and on behalf of Sopher + Co LLP Chartered Accountants Statutory Auditors 5 Elstree Gate Elstree Way Borehamwood Hertfordshire WD6 1JD 27 August 2025 Page 6
BISHOPSWOOD ESTATES LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | - | 55,150
Cost of sales |  | (656) | (54,076)
Gross (loss)/profit |  | (656) | 1,074
Administrative expenses |  | 3,781 | (14,393)
Exceptional administrative expenses | 10 | - | 510,000
Operating profit | 5 | 3,125 | 496,681
Interest payable and similar expenses | 8 | - | (37,868)
Profit before tax |  | 3,125 | 458,813
Tax on profit | 9 | - | 1,157
Profit for the financial year |  | 3,125 | 459,970
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 10 to 15 form part of these financial statements.
Page 7
BISHOPSWOOD ESTATES LIMITED REGISTERED NUMBER:01575985
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Current assets |  |  |  |  |
Cash at bank and in hand | 11 | 665 |  | 53,262 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 12 | - |  | (55,722) |
Net current assets/(liabilities) |  |  | 665 |  | (2,460)
Total assets less current liabilities |  |  | 665 |  | (2,460)
Net assets/(liabilities) |  |  | 665 |  | (2,460)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 6,500,000 |  | 6,500,000
Profit and loss account | 15 |  | (6,499,335) |  | (6,502,460)
|  |  | 665 |  | (2,460)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 August 2025.
Bhupendra S Kansagra
Director
The notes on pages 10 to 15 form part of these financial statements. Page 8
BISHOPSWOOD ESTATES LIMITED
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 | 6,500,000 | (6,962,430) | (462,430)
Profit for the year | - | 459,970 | 459,970
At 1 January 2024 | 6,500,000 | (6,502,460) | (2,460)
Profit for the year | - | 3,125 | 3,125
At 31 December 2024 | 6,500,000 | (6,499,335) | 665
| The notes on pages 10 to 15 form part of these financial statements.
Page 9
BISHOPSWOOD ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Bishopswood Estates Limited is a private limited liability company registered in England and Wales. The registered address is at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU. The principal activity of the company is that of property development. The company's functional and presentational currency is £ Sterling. 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 management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Solai Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
| 2.3 | Turnover
Turnover comprises rental income and income from the sale of property. Rent is recognised in the period in which the properties are occupied and income from the sale of property is recognised once the sale is agreed by exchange of contracts and the sale is unconditional.
| 2.4 | 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. Page 10
BISHOPSWOOD ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Current and deferred taxation
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 reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.6 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.7 | Basic financial instruments
The company only enters into transactions that result in basic financial instruments such as trade and other debtors, trade and other creditors, cash and cash equivalents, and loans with related parties. Trade debtors, other debtors and loans to related parties are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors, and loans to related parties. Cash and cash equivalents comprise cash balances and call deposits.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have considered estimation uncertainty over the valuation of company's investment properties at fair value. The values are determined annually by the directors with guidance from external valuers 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. The directors have not needed to make any key judgments in the preparation of the financial statements. Page 11
BISHOPSWOOD ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
All turnover relates to the company's principal activities and was derived in the UK.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation on tangible fixed assets | - | 972
| Loss on disposal of tangible fixed assets | - | 3,655
6. | Auditors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | - | 4,250
7. | Employees
| There were no employees during the year or previous year other than the directors, who received no remuneration.
8. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| On loans from group undertakings | - | 37,868
Page 12
BISHOPSWOOD ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Deferred tax |  |
| Origination and reversal of timing differences | - | (1,157)
| Tax on profit | - | (1,157)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 3,125 | 458,813
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 19%) | 594 | 87,174
| Effects of: |  |
| Expenses not deductible for tax purposes | - | 695
| Depreciation for year in excess of capital allowances | - | 185
| Utilisation of tax losses | (594) | -
| Non-taxable income - intergroup loan waiver | - | (96,900)
| Group relief | - | 8,846
| Deferred tax movement | - | (1,157)
| Total tax charge for the year | - | (1,157)
| Factors that may affect future tax charges
At the reporting date the company has estimated tax losses of £791,387 (2023 - £794,512) available to carry forward and use against future taxable profits. No deferred tax asset provision in respect of the losses has been made as there is insufficient evidence to ascertain its recoverability. Page 13
BISHOPSWOOD ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Exceptional items
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Administrative expenses |  |
| Intergroup loan waiver | - | (510,000)
11. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank | 665 | 53,262
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | - | 4,114
| Amounts owed to group undertakings | - | 47,358
| Accruals and deferred income | - | 4,250
|  | - | 55,722
13. | Financial instruments
The company only enters into transactions that result in the recognition of basic financial assets and basic financial liabilities. It does not have financial assets and liabilities measured at fair value.
14. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 6,500,000 Ordinary shares of £1 each | 6,500,000 | 6,500,000
15. | Reserves
Profit and loss account The profit and loss reserve contains the cumulative balance of retained profit and losses since the company started trading. It is a distributable reserve. Page 14
BISHOPSWOOD ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Related party transactions
| The company has taken advantage of the exemption not to disclose transactions entered into between group entities where both entities are wholly owned within the group.
17. | Controlling party
The company's immediate parent undertaking is Solai Holdings Limited, a company incorporated in England and Wales with its registered office address at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU. The ultimate parent company is Matel Limited, a company incorporated in Jersey with its registered office address at Oriel House, York Lane, St Helier, Jersey, JE2 4YH. The ultimate controlling party is The Pavel Trust. Solai Holdings Limited is the largest and smallest group which includes the company and for which group accounts are prepared. The consolidated accounts are available from Companies House.
Page 15