ACCOUNTS - Final Accounts

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

Year ended

31 December

15 Month Period ended

31 December

Registered number: 03870584

CHELSEA HARBOUR ESTATES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

CHELSEA HARBOUR ESTATES LIMITED

COMPANY INFORMATION

Directors	S Collins
	M Steinberg
	A Pettit
	N Cole


Registered number	03870584


Registered office	219 Harbour Yard
	Chelsea Harbour
	London
	SW10 0XD


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

CHELSEA HARBOUR ESTATES LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Statement of Financial Position	11
Company Statement of Financial Position	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 32

CHELSEA HARBOUR ESTATES LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their Strategic Report for the financial year ended 31 December 2024.

Business review
During the period under review, occupancy rates remained high, and rents continued to grow as the site continued to perform well year on year.
As at 31 December 2024, the fair value of the Group’s investment property increased from £330,000,000 to £331,425,000. Although global geopolitical uncertainties persist and continue to influence market sentiment, the
UK property market has shown early signs of stabilisation across several sectors. This stabilisation has been supported by expectations of interest rate reductions during 2025. Nonetheless, the Board recognises that shifts
in investor sentiment and consumer behaviour can occur rapidly. Accordingly, the Group will continue to monitor property valuations closely and assess market trends and participant behaviour to inform future strategic decisions.
Principal risks and uncertainties
The Group faces a range of risks that could impact its operational and financial performance. These include
finance and cash flow risk, property value risk, tenant credit risk, occupancy risk, and third-party risk. These are
monitored and managed as part of the Group's risk management framework.
Finance and cash flow risk
The Group is part of the wider group "CHEL Shares LLP" that relies on external loan funding. The current loan facility is not due for repayment until December 2026. To manage liquidity and funding risks, the Group prepares detailed long-term cash flow projections and financing forecasts. These are reviewed periodically by management and updated in response to changes in market conditions, to ensure ongoing financial resilience and alignment with strategic objectives.
Property Value Risk
Fluctuations in market conditions, interest rates, or investor sentiment may result in volatility in the valuation of
the Group’s investment property. This could affect the Group's balance sheet and, in certain
circumstances, impact loan covenants or strategic investment plans. The Group mitigates this risk by
engaging reputable independent valuers, conducting regular reviews of market data, and maintaining strong
relationships with financial stakeholders.
Tenant Credit Risk
The Group's rental income is dependent on the financial stability of its tenants. A default by a major tenant
could adversely affect income and cash flow. To manage this risk, the Group conducts credit assessments
during tenant onboarding and maintains ongoing monitoring of tenant performance. Diversification of the tenant
base further supports risk mitigation efforts.
Occupancy Risk
A reduction in occupancy rates could lead to decreased rental income and an adverse impact on profitability.
The Group’s occupancy rate remained high at 99% of space as at 31 December 2024 (2023: 99% of space), excluding landlord-occupied and under-development areas. Active asset management, regular tenant engagement, and marketing initiatives are employed to sustain high occupancy levels.
Third-Party Risk
The Group engages third-party service providers for property management, maintenance and development

Page 1

CHELSEA HARBOUR ESTATES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

services. Failures or underperformance by these parties could disrupt operations or lead to compliance issues.
The Group mitigates this risk by selecting experienced and reputable providers and conducting regular performance reviews.

Key performance indicators

The directors consider occupancy rates measured by space per square foot to be a key driver of profitability and hence a key performance indicator. Occupancy rates have not significantly fluctuated during the year. As at 31 December 2024 the occupancy rate was 99% (2023: 99%), excluding landlord-occupied and under-development areas. This high level of occupancy reflects the continued appeal of the property and the effectiveness of the Group’s asset and lease management strategy .

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

................................................

M Steinberg

Director

Date: 6 August 2025

Page 2

CHELSEA HARBOUR 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' 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 2006. They 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Results and dividends

The loss for the year, after taxation, amounted to £344,000 (2023 Loss : £18,915,000).

During the year final dividends of £nil (2023: £2,400,000) were paid.

Directors

The directors who served during the year were:

S Collins

M Steinberg

A Pettit

N Cole

Future developments

The directors intend to further grow the Group's revenue and investment property value by investing in the further development and improvement of the property.

Page 3

CHELSEA HARBOUR ESTATES 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.

Auditors

On 18 November 2024, the Company's auditors changed their name from Haysmacintyre LLP to HaysMac LLP.

The auditors, HaysMac LLP, will 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 Steinberg

Director

Date: 6 August 2025

Page 4

CHELSEA HARBOUR ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR ESTATES LIMITED

Opinion

We have audited the financial statements of Chelsea Harbour Estates 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 Statement of Financial Position, the Company Statement of Financial Position, 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 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 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

CHELSEA HARBOUR ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR ESTATES 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 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

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.

Page 6

CHELSEA HARBOUR ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR ESTATES LIMITED (CONTINUED)

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 7

CHELSEA HARBOUR ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR 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 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with the Companies Act and tax law, and we considered the extent to which non-compliance might have a material effect on the financial statements.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in the preparation of accounting estimates. Audit procedures performed by the engagement team included:

∙Inspecting correspondence with regulators and tax authorities

∙Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

∙Evaluating management's controls designed to prevent and detect irregularities;

∙Identifying and testing journals, in particular journal entries posted which exhibited certain characteristics which we considered to be possible indicators of fraud or irregularity; and

∙Challenging assumptions and judgements made by management in their critical accounting estimates, principally being the group's investment property valuation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Page 8

CHELSEA HARBOUR ESTATES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR ESTATES LIMITED (CONTINUED)

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.

Tom Stock (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

7 August 2025

Page 9

CHELSEA HARBOUR ESTATES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	Year ended 31 December	15 Month Period ended 31 December
	2024	2023
Note	£000	£000

Turnover	4	19,247	22,598
Administrative expenses		(10,555)	(12,940)
Other operating income	5	2,069	1,627
Fair value movement gain/(loss)		245	(23,035)
Operating profit/(loss)	6	11,006	(11,750)
Interest payable and similar expenses	9	(10,850)	(13,507)
Profit/(loss) before taxation		156	(25,257)
Tax on profit/(loss)	10	(500)	6,342
Loss for the financial year		(344)	(18,915)

(Loss) for the year attributable to:
Owners of the parent company		(344)	(18,915)

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

The notes on pages 17 to 32 form part of these financial statements.

Page 10

CHELSEA HARBOUR ESTATES LIMITED

REGISTERED NUMBER: 03870584

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000

Fixed assets
Investment property	13		331,425		330,000
Current assets
Debtors	14	4,179		3,581
Cash at bank and in hand	15	5,065		5,352
		9,244		8,933
Creditors: amounts falling due within one year	16	(17,148)		(15,902)
Net current liabilities			(7,904)		(6,969)
Total assets less current liabilities			323,521		323,031
Creditors: amounts falling due after more than one year	17		(216,838)		(216,504)
Provisions for liabilities
Deferred taxation	19	(25,306)		(24,806)
Net assets			81,377		81,721

Capital and reserves
Called up share capital	20	4,002	4,002
Profit and loss account	21	77,375	77,719
		81,377	81,721

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

................................................ M Steinberg	................................................ S Collins
Director	Director

Date: 6 August 2025

The notes on pages 17 to 32 form part of these financial statements.

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CHELSEA HARBOUR ESTATES LIMITED

REGISTERED NUMBER: 03870584

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000

Fixed assets
Investments	12		4,900		4,900
Current assets
Debtors	14	227,898		238,413
Cash at bank and in hand	15	2,300		2,328
		230,198		240,741
Creditors: amounts falling due within one year	16	(1,974)		(2,037)
Net current assets			228,224		238,704
Creditors: amounts falling due after more than one year	17		(216,838)		(216,503)

Net assets			16,286		27,101

Capital and reserves
Called up share capital	20	4,002	4,002
Profit and loss account	21	12,284	23,099
		16,286	27,101

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

................................................ M Steinberg	................................................ S Collins
Director	Director

Date: 6 August 2025

The notes on pages 17 to 32 form part of these financial statements.

The Company's loss for the year was £10,815,000 (2023: £13,538,000).

Page 12

CHELSEA HARBOUR ESTATES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 October 2022	4,002	99,034	103,036

Loss for the period	-	(18,915)	(18,915)
Dividends	-	(2,400)	(2,400)

At 1 January 2024	4,002	77,719	81,721

Loss for the year	-	(344)	(344)
At 31 December 2024	4,002	77,375	81,377

The notes on pages 17 to 32 form part of these financial statements.

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CHELSEA HARBOUR ESTATES LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 October 2022	4,002	39,037	43,039

Loss for the period	-	(13,538)	(13,538)
Dividends	-	(2,400)	(2,400)

At 1 January 2024	4,002	23,099	27,101

Loss for the year	-	(10,815)	(10,815)
At 31 December 2024	4,002	12,284	16,286

The notes on pages 17 to 32 form part of these financial statements.

Page 14

CHELSEA HARBOUR ESTATES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£000	£000

Cash flows from operating activities
Loss for the financial year/ period	(344)	(18,915)
Adjustments for:
Depreciation of tangible assets	-	42
Interest payable	10,850	13,507
Taxation charge	500	(6,342)
Increase in debtors	(543)	(224)
Increase/(decrease) in creditors	1,178	(788)
Increase in provisions	101	172
Net fair value (gains)/losses recognised in P&L	(245)	23,035
Increase in rent free debtor	(157)	(99)
Net cash generated from operating activities	11,340	10,388
Cash flows from investing activities
Additions to investment properties	(1,180)	(1,035)
Net cash from investing activities	(1,180)	(1,035)
Cash flows from financing activities
Dividends paid	-	(2,400)
Interest paid	(10,447)	(13,086)
Net cash used in financing activities	(10,447)	(15,486)
Net (decrease) in cash and cash equivalents	(287)	(6,133)
Cash and cash equivalents at beginning of year	5,352	11,485
Cash and cash equivalents at the end of year	5,065	5,352

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	5,065	5,352

The notes on pages 17 to 32 form part of these financial statements.

Page 15

CHELSEA HARBOUR ESTATES LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£000	£000	£000

Cash at bank and in hand	5,352	(287)	5,065
Debt due after 1 year	(216,503)	(335)	(216,838)
	(211,151)	(622)	(211,773)

The notes on pages 17 to 32 form part of these financial statements.

Page 16

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Chelsea Harbour Estate Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 03870584 and registered office address is 219 Harbour Yard, Chelsea Harbour, London, SW10 0XD.
The Company's principal activity is property investment and the provision of property management services.
The prior period was 15 months and therefore the figures are not directly comparable.

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.

2.3

Going concern

The directors consider the going concern basis to be appropriate because the group has reviewed its cash flow forecasts, estimated rental income growth and projections as well as its loan covenant positions and considered the impact on going concern, concluding that the going concern basis remains as an appropriate basis of preparation for these financial statements given the likely cash-flow impact of operations twelve months from the date of signing this report.
It is noted that, although the external debt within the group is due for repayment in December 2026, plans are currently being reviewed as to future refinancing options. This falls outside of the directors going concern assessment period and as such does not have a significant impact on their assessment of the company’s ability to trade as a going concern, however the directors are confident that the loan will be refinanced the company will have adequate facilities available to it to operate as a going concern beyond the twelve month period explicitly considered by the directors.

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CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

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 principally comprises income recognised by the Group in respect of rent charged and other ancillary services supplied during the year, exclusive of Value Added Tax and trade discounts. Rent and ancillary services are recognised on an accruals basis over the term of the lease. Amounts invoiced in advance of a tenancy period are deferred accordingly and recognised as income in the period to which they relate. Equally, amounts invoiced after the commencement of a lease, are adjusted so the total receivable over the lease term is recognised on a straight-line basis.
Revenue in relation to marketing and advertising services is in respect of amounts received for marketing services as well as event sales. Revenue is recognised or appropriately deferred on performance of the service in the period relating to the service being provided.
As included within other operating Income; property management income and other fees receivable are recognised on an accruals basis over time as services are provided to customers in relation to the management of service charges and marketing. Amounts demanded prior to services being completed are deferred accordingly and recognised as income in the period to which they relate.

2.5

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.

2.6

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

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CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.8

Investment properties

Investment properties are properties held to earn rentals and/or capital appreciation. They are initially measured at cost including any directly attributable transaction costs. Subsequent to initial recognition, investment properties are held at fair value, which reflects market conditions at the reporting date.
Gains or losses arising from changes in the fair value are included in profit or loss in the financial period in which they arise, including the tax effect. Fair values are determined on using a yield methodology. This uses market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgmental involved in that each property is unique and value can be only ultimately be reliably tested in the market itself.
Investment properties are not subject to depreciation.

2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment and are eliminated in full on consolidation.

2.10

Debtors

Short term debtors are measured at transaction price, less any impairment.

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CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.12

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.

2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.14

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.

2.15

Dividends

Dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 20

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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 affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenue and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Significant judgements:

The following are the significant judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Going concern
Significant judgement is required in the Group’s assessment of the going concern basis, and further information on this is included in note 2.3. These estimates include preparing cash-flow forecasts and revenue projections, assessing future loan covenant compliance and considering the future refinancing of the group in or before December 2026.

Critical accounting estimates:
Valuation of investment properties
As described in note 13 to the financial statements, investment properties are stated at fair value based on the valuation performed by an in-house qualified valuer with recent experience in the location and category of property valued. The valuer used observable market prices adjusted as necessary for any difference in the future, location or condition of the specific asset. The valuation has been prepared using an income capitalisation approach and an estimated Net Initial Yield (NIY) of between 4.80% and 5.5% with a blended net initial yield of 4.94%. The valuation uses expected rental values of the company's properties net of estimated running costs, adjusted as necessary for any difference in the future, location or condition of the specific asset.
Should the NIY vary from the estimated figure used and should actual rental values achieved or running costs incurred in future periods vary from those used in the valuation, the valuation of the properties would change.
Deferred tax
Deferred tax liabilities are assessed on the basis of assumptions regarding the future, the likelihood that assets will be realised and liabilities will be settled, and estimates as to the timing of those future events and as to the future tax rates that will be applicable.

Page 21

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Rent and ancillary services	17,822	21,339
Marketing and advertising services	1,425	1,259
	19,247	22,598

All turnover arose within the United Kingdom.

Other fees receivable	1,328	807
Property management income	741	820
	2,069	1,627

Depreciation of tangible fixed assets	-	42
Impairment of trade debtors	101	172
Defined contribution pension cost	97	87

Page 22

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements	48	46
Fees payable to the Group's auditor in respect of:
The audit of the Company's subsidiaries' annual financial statements	37	35
The audit of the Group and Company's annual financial statements	11	11
Preparation of the annual financial statements	7	7
Taxation compliance services	11	11
	66	64

8.	Employees
	Staff costs were as follows:

		Group	Group
		2024	2023
		£000	£000

Wages and salaries	2,581	1,236
Social security costs	488	316
Cost of defined contribution scheme	97	87

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

	Year ended 31 December	15 Month Period ended 31 December
	2024	2023
	No.	No.

Employees contracted for by the Group	16	16

Page 23

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Bank interest payable	3	7
Other loan interest payable	10,847	13,500
	10,850	13,507

Deferred tax
Origination and reversal of timing differences	267	390
Deferred tax credit on property valuation	521	(5,753)
Other losses	(288)	(979)
Total deferred tax	500	(6,342)

Tax on profit/(loss)

500

(6,342)

Page 24

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit/(loss) on ordinary activities before tax

155

(25,257)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.61%)	38	(5,711)
Effects of:
Capital losses	436	(5,203)
Remeasurement of deferred tax for changes in tax rates	-	(667)
Other differences leading to an increase/(decrease) in the tax charge	26	5,198
Deferred tax not recognised	-	41
Total tax charge for the year/period	500	(6,342)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.

Dividends

At 31 December 2024, no dividends were declared (31 December 2023: £2,400,000).

Page 25

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost
	At 1 January 2024	4,900
	At 31 December 2024	4,900

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Principal activity	Class of shares	Holding

Chelsea Harbour Limited*	219 Harbour Yard, Chelsea Harbour, London SW10 0XD	Property investment	Ordinary	100%
Creative Hat Limited	219 Harbour Yard, Chelsea Harbour, London SW10 0XD	Marketing	Ordinary	100%
Chelsea Harbour Property Management Limited*	219 Harbour Yard, Chelsea Harbour, London SW10 0XD	Management services	Ordinary	100%

All subsidiary undertakings marked * are held directly.

Page 26

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Investment property
	Group

		Freehold investment property
		£000
	Valuation
	At 1 January 2024	330,000
	Additions at cost	1,180
	Surplus on revaluation	245
	At 31 December 2024	331,425

The Group utilises bank and other finance. The Group loan facility is secured against the investment property and other assets by way of a first legal mortgage and fixed and floating charges.
The group's investment property has been valued at market value at 31 December 2024. The 2024 valuation was provided by the group's in-house RICS qualified valuer and adopted by the directors. The valuation has been prepared using an income capitalisation approach and a Net Initial Yield of between 4.80% and 5.50% depending on the type of property being valued. There was a blended net initial yield of 4.94%. As disclosed in Note 3, the valuation includes an estimation of the Net Initial Yield and expected rental values of the company’s property adjusted as necessary for any difference in the future, location or condition of the specific asset.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£000	£000

Historic cost

140,358

139,178

Page 27

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£000	£000	£000	£000

Trade debtors	2,988	2,765	-	-
Amounts owed by group undertakings	138	150	227,898	238,412
Other debtors	3	12	-	1
Prepayments and accrued income	1,050	654	-	-
	4,179	3,581	227,898	238,413

Amounts owed by group undertakings are interest free and repayable on demand.

15.	Cash
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Cash at bank and in hand	5,065	5,352	2,300	2,328

Included in the above balances is £2,300,000 (2023: £2,299,902) held in an escrow account.

16.	Creditors: amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

Trade creditors	2,436	1,421	-	-
Amounts owed to group undertakings	1,790	158	-	-
Other taxation and social security	1,971	1,677	-	5
Other creditors	2,764	3,657	-	-
Accruals and deferred income	8,187	8,989	1,974	2,032
	17,148	15,902	1,974	2,037

Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.

Page 28

CHELSEA HARBOUR ESTATES 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	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000

	Bank loan	216,838	216,504	216,838	216,503

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£000	£000	£000	£000


Amounts falling due 2-5 years
Bank loan	216,838	216,503	216,838	216,503

The loan of £217,500,000 gross of any loan arrangement fee is not repayable until December 2026 and attracts interest fixed at 4.803%. The loan facility is secured against the investment property and other assets by way of a first legal mortgage and fixed and floating charges. Loan arrangement fees of £1,677,806 were incurred on the loan, as at the year end an unamortised arrangement fee of £661,929 (2023: £997,491) is held as a reduction to the long term creditor.

19.	Deferred taxation
	Group

		2024
		£000

	At beginning of year	(24,806)
	Charged to profit or loss	(500)
	At end of year	(25,306)

Page 29

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£000	£000

Accelerated capital allowances	(5,836)	(5,569)
Deferred tax on property valuation	(35,307)	(34,786)
Losses and other deductions	15,837	15,547
	(25,306)	(24,808)

20.	Share capital
		2024	2023
		£000	£000

Allotted, called up and fully paid

4,002,000 (2023: 4,002,000) ordinary shares of £1.00 each	4,002	4,002

21.

Reserves

Share premium account
The share premium account includes the premium received on the issue of shares over the nominal value of the ordinary shares issued.
Profit and loss account
The profit and loss account includes all retained profits of the Group.

22.	Contingent liabilities

The Group has entered into a cross guarantee and debenture across the Group's investment properties in respect of the indebtness of its parent undertaking and fellow subsidiaries. Chelsea Harbour Estates Limited has entered into a cross guarantee with Chelsea Harbour Limited, CHEL (No.2) Limited,CHEL (No. 3) Limited, Chelsea Harbour Property Management Limited and Creative Hat Limited. As at 31 December 2024 the total amount outstanding subject to the guarantee was £217,500,000 (2023: £217,500,000).

23.	Pension commitments

The Group operates a defined contribution pension scheme. The pension cost for the year represents contributions payable by the Group to the fund and amounts to £97,383 (2023: £86,528). No amounts were outstanding at the year end.

Page 30

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Commitments under operating leases - the group as a lessor
	The Group has entered into leases on its property portfolio. The commercial property leases typically have remaining lease terms between 1 and 9 years and include clauses to enable periodic upward revisions of the rental charge according to prevailing market conditions. Some leases contain options to break before the end of the lease term. The Group has also entered into leases where it receives annual ground rent from tenants. The leases typically have remaining lease terms between 90 years and 180 years and include clauses to enable periodic upward revisions of the rental charge according to prevailing market conditions. Some leases contain options to break before the end of the lease term. As at the year end, break clauses are not expected to be taken.
	At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£000	£000

Not later than 1 year	12,133	16,008
Later than 1 year and not later than 5 years	12,643	20,905
Later than 5 years	2,500	1,624
	27,276	38,537

Page 31

CHELSEA HARBOUR ESTATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Related party transactions

		2024	2023
		£000	£000

Purchases in respect of IT support from entities under common control	209	324
Balances owed to companies under common control	(318)	126
Rent received from entities under common control	26	60
Management fees charged to the Group from entities under common control	684	855
Balances owed to LLP from entities under common control	-	64
Marketing costs charged to the Group by fellow members of the CHEL (Shares) LLP group	1,521	2,093

Balances due from and to other members of the CHEL (Shares) LLP group are included in Notes 16.
A £61,801 charge (2023: £46,991 charge) was recognised in respect of expenses with Companies and LLP's under common control. Of this £61,801 charge, £55,000 was recognised in respect of a provison against a £120,000 balance owed from a company under common control which was netted against a write back of a £65,000 liability due to an LLP under common control.
Key management personnel
Key management personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. In the opinion of the directors, key management personnel are considered to be the directors of the Group. The directors are not remunerated by the Group.

26.	Controlling party

The immediate parent undertaking of Chelsea Harbour Estates Limited is CHEL (No.3) Limited.
The results of the Group are consolidated into the financial statements of CHEL (Shares) LLP, an entity incorporated in England and Wales, which prepares the largest consolidated financial statements, and acts as the ultimate parent entity. Copies of the financial statements can be obtained from Companies House.
The directors do not consider there to be an ultimate controlling party .

Page 32