Company registration number 12559398 (England and Wales)
PADLOCK UK HOLDCO 1 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PADLOCK UK HOLDCO 1 LIMITED
COMPANY INFORMATION
Directors
M Kurschat
J Stevenson
Iyngaran I Muniandy
(Appointed 20 March 2024)
Company number
12559398
Registered office
C/O Uk Storage Consultancy Limited
Wework 184 Shepherds Bush Road
London
W6 7NL
PADLOCK UK HOLDCO 1 LIMITED
CONTENTS
Page
Directors' report
Statement of financial position
1
Statement of changes in equity
2
Statement of cash flows
3
Notes to the financial statements
4 - 11
PADLOCK UK HOLDCO 1 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
Non-current assets
Investments
4
27,221,696
12,969,358
Deferred tax asset
10
194,145
276,208
27,415,841
13,245,566
Current assets
Trade and other receivables
6
13,543,826
6,335,115
Cash and cash equivalents
8,369
38,459
13,552,195
6,373,574
Current liabilities
Trade and other payables
9
2,324,789
2,874,212
Net current assets
11,227,406
3,499,362
Net assets
38,643,247
16,744,928
Equity
Called up share capital
11
17,184,393
17,184,393
Retained earnings
21,458,854
(439,465)
Total equity
38,643,247
16,744,928
The directors of the company have elected not to include a copy of the income statement within the financial statements.
For the year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 8 September 2025 and are signed on its behalf by:
Iyngaran I Muniandy
Director
Company Registration No. 12559398
PADLOCK UK HOLDCO 1 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2023
17,184,393
(101,734)
17,082,659
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(337,731)
(337,731)
Balance at 31 December 2023
17,184,393
(439,465)
16,744,928
Year ended 31 December 2024:
Profit and total comprehensive loss for the year
-
21,898,319
21,898,319
Balance at 31 December 2024
17,184,393
21,458,854
38,643,247
PADLOCK UK HOLDCO 1 LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
16
(7,828,093)
38,459
Net cash (outflow)/inflow from operating activities
(7,828,093)
38,459
Investing activities
Interest received
3
Dividends received
7,798,000
Net cash generated from/(used in) investing activities
7,798,003
-
Net (decrease)/increase in cash and cash equivalents
(30,090)
38,459
Cash and cash equivalents at beginning of period
38,459
Cash and cash equivalents at end of period
8,369
38,459
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
1
Accounting policies
Company information
Padlock UK Holdco 1 Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Uk Storage Consultancy Limited, Wework 184 Shepherds Bush Road, London, W6 7NL. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The results of Padlock UK Holdco 1 Limited are included in the consolidated financial statements of Padlock Partners UK Fund I which are available online from Sedar.com.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.6
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The director does not consider there to be any estimates or assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
3
3
4
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
2
27,221,696
12,969,358
Investments held at amortised cost
(2)
27,221,696
12,969,358
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Padlock UK Bidco 2 Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Leighton Buzzard Self Storage Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock Wimbledon Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Bebe Storage Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Happy Lock Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Letchworth Self Storage Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Evin Property Investments Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock UK Masterholdco Limited
184 Shepherds Bush Road, London
Ordinary Shares
32.49
-
Padlock UK Bidco 5 Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock Huntingdon Limtied
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock UK Bidco 3 Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock UK Bidco 4 Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock Dunstable Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock UK Bidco 6 Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock Southend Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock Watford Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock Woking Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Padlock UK Bidco 7 Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
SBR WB Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
Store 2 Capital Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
MSG SS Holdings Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
PD Self Storage Limited
184 Shepherds Bush Road, London
Ordinary Shares
0
32.49
6
Trade and other receivables
2024
2023
£
£
Trade receivables
77,100
245
Unpaid share capital
4,215,034
4,215,034
Amounts owed by fellow group undertakings
9,240,011
2,119,836
Other receivables
11,681
13,543,826
6,335,115
7
Trade receivables - credit risk
Fair value of other receivables
The directors consider that the carrying amount of other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
8
Market risk
Market risk management
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.
The company only trades in sterling, but does have liabilities due to companies in the group that are denominated in Canadian Dollars and is therefore exposed to some foreign exchange risk. The Canadian Dollar is not expected to fluctuate significantly against sterling and as such the director does not believe it is necessary to take any action to mitigate against this risk.
The company does not hold any investments in listed companies or marketable securities and so is not exposed to other price risk.
The company does not have any loans or other forms of debt that would incur interest and so is not exposed to interest rate risk.
9
Trade and other payables
2024
2023
£
£
Trade payables
3,808
Amounts owed to fellow group undertakings
2,320,242
2,867,208
Social security and other taxation
4,547
3,196
2,324,789
2,874,212
Deferred tax assets are expected to be recovered after more than one year
10
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Tax losses
£
Asset at 1 January 2023
(276,208)
Asset at 1 January 2024
(276,208)
Deferred tax movements in current year
Charge/(credit) to profit or loss
82,063
Asset at 31 December 2024
(194,145)
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Authorised
A Ordinary Shares of £1 each
45,250,000
45,250,000
45,250,000
45,250,000
B Ordinary Shares of £1 each
3,750,000
3,750,000
3,750,000
3,750,000
49,000,000
49,000,000
49,000,000
49,000,000
Issued and not fully paid
A Ordinary Shares of £1 each
16,325,171
16,325,171
16,325,171
16,325,171
B Ordinary Shares of £1 each
859,222
859,222
859,222
859,222
17,184,393
17,184,393
17,184,393
17,184,393
Ordinary A Shares and Ordinary B Shares rank pari passu and entitle the holder to vote and to receive dividends.
12
Capital risk management
The company is not subject to any externally imposed capital requirements.
13
Events after the reporting date
On 14 April 2025, Padlock Canadian Holdco 1 Limited sold its 95% shareholding in Padlock UK Holdco 1 Limited to 1488788 B.C. Limited.
On 7 April 2025, Padlock UK Holdco 1 Limited acquired the entire share capital of Padlock UK Bidco 10 Limited.
14
Related party transactions
During the year, Padlock UK Holdco 1 Limited incurred £195,841 (2023: £343,401) in management fees payable to a shareholder entity that is controlled by the Company's director. As of 31 December 2024, £Nil was outstanding and included in trade and other payables on the statement of financial position.
During the year, Padlock UK Holdco 1 Limited made sales totalling £90,000 (2023: £120,000) in management fees receivable to Padlock UK Bidco 2 Limited. As of 31 December 2024, £Nil was outstanding and included in trade and other receivables on the statement of financial position.
During the year, Padlock UK Holdco 1 Limited made sales totalling £30,000 (2023: £nil) in management fees receivable to Padlock UK Masterholdco Limited. As of 31 December 2024, £Nil was outstanding and included in trade and other receivables on the statement of financial position.
15
Controlling party
The immediate parent company of Padlock UK Holdco 1 Limited is 1488778 B.C. Limited. The ulitimate controlling party is Padlock Euro Storage Fund I, a Canadian entity.
PADLOCK UK HOLDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
16
Cash (absorbed by)/generated from operations
31 December 2024
31 December 2023
£
£
Profit/(loss) for the year after tax
21,898,319
(337,731)
Adjustments for:
Taxation charged
82,063
-
Investment income
(7,798,003)
Other gains and losses
(14,252,338)
-
Movements in working capital:
(Increase)/decrease in trade and other receivables
(7,208,711)
1,939,464
Decrease in trade and other payables
(549,423)
(1,563,274)
Cash (absorbed by)/generated from operations
(7,828,093)
38,459
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