Company No: 12479285 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2024		31.12.2023
		£		£
Fixed assets
Investment property	3	48,535,324		4,814,734
		48,535,324		4,814,734
Current assets
Debtors	4	334,620		433,402
Cash at bank and in hand	5	690,594		5,085
		1,025,214		438,487
Creditors: amounts falling due within one year	6	( 6,633,107)		( 5,284,782)
Net current liabilities		(5,607,893)		(4,846,295)
Total assets less current liabilities		42,927,431		(31,561)
Creditors: amounts falling due after more than one year	7	( 24,097,690)		0
Provision for liabilities	8, 9	( 4,492,533)		0
Net assets/(liabilities)		14,337,208		( 31,561)
Capital and reserves
Called-up share capital	10	100		100
Other reserves		14,614,704		0
Profit and loss account		( 277,596 )		( 31,661 )
Total shareholder's funds/(deficit)		14,337,208		( 31,561)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of Marstead Mill Limited (registered number: 12479285) were approved and authorised for issue by the Director on 04 September 2025. They were signed on its behalf by:

M Alper Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.

General information and basis of accounting

Marstead Mill Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Circus House, 26 Little Portland Street, London, W1W 8BX, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

The previous accounting year was a 10 month period ending 31 December 2023 as compared to current year which is a 12 month period ending 31 December 2024. Periods are therefore not entirely comparable.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

Non-Operating income

Non-operating income includes movements in the fair value of investment property held.

Investment property

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

The fair value is determined annually by external valuers and derived from comparable real estate data, adjusted if necessary, for any difference in nature, location or condition of the specific property.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	Year ended 31.12.2024		Period from 01.03.2023 to 31.12.2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	1		1

3. Investment property

	Investment property
	£
Valuation
As at 01 January 2024	4,814,734
Additions	24,613,353
Fair value movement	19,107,237
As at 31 December 2024	48,535,324

Valuation

A full third party market valuation of the investment property was completed during the period and the was made on an open market value basis by reference to market evidence of transaction prices for similar sites.

The investment property includes capitalised borrowing costs in the period totalling £1,847,690 at an effective interest rate of 12%.

4. Debtors

	31.12.2024		31.12.2023
	£		£
Amounts owed by Group undertakings	236,313		173,767
Other debtors	98,307		259,635
	334,620		433,402

5. Cash and cash equivalents

	31.12.2024		31.12.2023
	£		£
Cash at bank and in hand	690,594		5,085

6. Creditors: amounts falling due within one year

	31.12.2024		31.12.2023
	£		£
Trade creditors	22,898		240
Amounts owed to Group undertakings	5,826,794		5,043,105
Other creditors	783,415		241,437
	6,633,107		5,284,782

Amounts owed to Group undertakings are repayable on demand and do not bear interest.

7. Creditors: amounts falling due after more than one year

	31.12.2024		31.12.2023
	£		£
Other creditors	24,097,690		0

Included in other creditors are loans secured by fixed and floating charges over the company's assets. At the balance sheet date the liability on the loan was £22,760,247.

8. Provision for liabilities

	31.12.2024		31.12.2023
	£		£
Deferred tax	4,492,533		0

9. Deferred tax

	31.12.2024		31.12.2023
	£		£
At the beginning of financial year/period	0		0
Charged to the Profit and Loss Account	( 4,492,533)		0
At the end of financial year/period	( 4,492,533)		0

10. Called-up share capital

	31.12.2024		31.12.2023
	£		£
Allotted, called-up and fully-paid
100 Ordinary shares of £ 0 each	100		100

11. Related party transactions

At the year end the company was owed £236,313 (2023 - £714,300 owed to) by Marsfields Limited, the parent company, in respect of an interest free loan which is repayable on demand.

At the year end the company owed £703,689 (2023 - £173,767 owed by) to Marstead Peak Limited, a fellow subsidiary, in respect of an interest free loan which is repayable on demand.

At the year end the company owed £5,123,105 (2023 - £4,328,805) to Marstead Living Limited, a fellow subsidiary, in respect of an interest free loan which is repayable on demand.

12. Ultimate controlling party

The ultimate controlling party is Marsfields Limited.