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Registered number:
BANA ONE LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
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BANA ONE LIMITED AND ITS SUBSIDIARIES
COMPANY INFORMATION
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BANA ONE LIMITED AND ITS SUBSIDIARIES
CONTENTS
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BANA ONE LIMITED AND ITS SUBSIDIARIES
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for the year ended 31 December 2024.
The Group’s principal activity continues to be investment in UK real estate. The Group’s portfolio is centred on London and the South of England. It comprises a broad range of retail, office, industrial and residential properties.
Our objectives are to achieve capital growth from a well-diversified and balanced portfolio, and to generate income to fund refurbishments and new developments. Our strategy to achieve these objectives is as follows: • undertake refurbishment projects to improve the quality of the existing estate; • progress commercial and residential development opportunities within the portfolio; • make acquisitions that complement our existing holdings; • increase our residential portfolio to 50% of group income; and • increase exposure to the industrial sector through development.
The board is satisfied with the performance in the year.
a) Rental income The Group’s rental income for the year has increased by 7.6% to £36.72 million. Residential rents continued to grow, increasing by 9.5% to £16.86 million. This reflects rental increases and low vacancy rates, combined with adding new units to the portfolio. Commercial rents increased by 6.0% to £19.86 million, through increased volumes of new lettings, lease renewals and upward rent reviews. b) Capital value, acquisitions and disposals Approximately 30% by value of the portfolio was externally valued in the year for loan covenant and refinancing purposes. Overall, the Group’s property value has increased by 3.5% (£19.9 million) in the year. We continue to invest in our portfolio and have capitalised £13.0 million of expenditure on construction and planning. We did not make any significant purchases in the year, but we purchased a mixed-use property in North London for £7 million in February 2025. We sold six properties in the year (five via enfranchisement), raising £3,000,000, and have raised a further £3,300,000 from property sales since the year-end. We continue to assess our holdings against our investment criteria. c) Developments and planning consents In May 2024 we completed our mixed-use development in Finchley. Since the year-end we have completed a new office building in Brighton and also completed number of other smaller residential projects. Building works are progressing well at a new nine-storey mixed-use development in Finchley, North London. Finally, we expect to start construction work on two consented schemes in 2026 (one industrial and one residential) and we are also working on a number of other schemes and applications in London and on the South Coast.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
d) Financing
The following transactions were completed in the year, and after the year-end date:
∙In the second quarter of 2024, we completed two new loans with Canada Life and Santander, secured against uncharged properties, which raised £38 million.
∙On 31 December 2024 we repaid £20 million loan notes.
∙In February 2025 we completed a new £51.4 million 5-year loan with Barclays and repaid our Aviva loan.
∙In June 2025 we agreed a two-year extension to our £40 million loan facility with Canada Life which now matures in October 2027.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Conclusion The UK real estate industry and the wider economy face a number of significant challenges. “Higher for longer” interest rates, the prospect of tax increases and further unhelpful political interference in the property sector on various matters all cast a lengthening shadow. Business confidence surveys paint a bleak picture. We continue to upgrade the quality of our portfolio and provide tenants with good management and services. Our strategy over the last decade has laid strong foundations for the Group. Property still remains an attractive long-term investment. We will continue to invest in the business and work towards the objectives listed above.
This report was approved by the board on
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BANA ONE LIMITED AND ITS SUBSIDIARIES
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the audited financial statements for the year ended 31 December 2024.
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.
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 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; and
∙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 Consolidated Statement of Comprehensive Income for the year is set out on page 10.
The directors who served during the year were:
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BANA ONE LIMITED AND ITS SUBSIDIARIES
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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BANA ONE LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANA ONE LIMITED AND ITS SUBSIDIARIES
We have audited the financial statements of Bana One 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 and Company Balance Sheets, the Consolidated Statement of Cash Flows, the Consolidated and 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).
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.
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.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANA ONE LIMITED AND ITS SUBSIDIARIES (CONTINUED)
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.
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.
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.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANA ONE LIMITED AND ITS SUBSIDIARIES (CONTINUED)
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:
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws an regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity:
∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law, tax and distributable profits legislation.
∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements, in particular laws and regulations around planning and residential lettings
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims, inspection of relevant legal correspondence; testing the appropriateness of journal entries and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANA ONE LIMITED AND ITS SUBSIDIARIES (CONTINUED)
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.
for and on behalf of
Chartered Accountants & Statutory Auditors
1st Floor Sackville House
143-149 Fenchurch Street
EC3M 6BL
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BANA ONE LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
REGISTERED NUMBER: 07479960
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 17 to 31 form part of these financial statements.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
REGISTERED NUMBER: 07479960
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The Group financial statements do not include a separate Statement of Comprehensive Income for the Company as permitted by section 408 of the Companies Act 2006. The amount of Group profit attributable to the Company is £13.9m (2023 loss: £4.7m).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 17 to 31 form part of these financial statements.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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BANA ONE LIMITED AND ITS SUBSIDIARIES
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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BANA ONE LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Bana One Limited (company number: 07479960), having its registered office and principal place of business at 113 Brent Street, London, NW4 2DX, is a private limited company incorporated in England and Wales.
The registered address of all the subsidiary undertakings listed in note 18, incorporated in England and Wales, is 113 Brent Street, London, NW4 2DX. The registered address of all the subsidiary undertakings listed in note 18, incorporated in Jersey, is 47 Esplanade, St Helier, Jersey, JE1 0BD.
2.Accounting policies
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 following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. Turnover in respect of rental income, lease premiums, recharge of insurance premiums and other recharges of property related expenditure is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding value added tax.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off. 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. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the assets original effective interest rate. The impairment loss is recognised in the consolidated statement of comprehensive income. Basic financial liabilities Basic financial liabilities, including creditors, bank loans and loans from connected companies, are initially recognised at transaction price. Short-term creditors are measured at cost/transaction price and not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest method. Other financial liabilities Derivatives are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured at each reporting date at their fair value. Changes in the fair value of derivatives are recognised in the Consolidated Statement of Comprehensive Income. Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The following judgements (apart from those involving estimates) have had the most significant impact on amounts recognised in the financial statements. Directors valuation of investment properties When properties are not formally valued by external valuers, they are valued by a director who is a chartered surveyor. In arriving at valuations, the director must make judgements about the specific circumstances of each property, as well as macro-economic conditions.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
As at 31 December 2024, there are £8.8m of taxable losses (2023: £11.7m) available to carry forward which may affect future tax charges.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Bank loans:
Bank loans are secured by way of fixed and floating charges over the relevant assets of each borrowing company and the subordination of intra-group indebtedness. Bank lenders held an aggregate of £2,351,000 (2023: £1,997,000) cash in blocked deposit accounts. Included within bank loans are amounts payable in more than 5 years of £27,242,781 (2023: £175,253,098), of which £Nil (2023: £1,295,000) is payable by instalments. Interest is payable at an all-in rate of 5.94%, where the rate is the margin payable on the principal loan facility plus the fixed rate payable on the interest swap derivative. Loan notes: In 2014, the Company issued unsecured loan notes to a connected company called Superetto Ltd. The nominal value is £30,000,000 and is reported in these accounts at the present value of the future cash payments to be made on maturity of the loan note. The first £2,000,000 of loan notes are due to be redeemed on 31 December 2029, and the remaining £28,000,000 are due to be redeemed no earlier than 31 December 2034. The carrying amount of these loan notes is £25,385,146 (2023: £24,526,710). In November 2014, a group company named Trailforce Ltd issued ten unsecured loan notes. Two loan notes with a nominal value of £20,000,000 were repaid by Trailforce Ltd to the noteholders on 31 December 2024. At the year-end £20,000,000 nominal vaue loan notes remained outstanding. The carrying value of these notes at 31 December 2024 is £20,995,827. Two loan notes with an aggregate value of £10,000,000 are due for repayment on 31 December 2027. The final two loan notes with an aggregate value of £10,000,000 are due for repayment on 31 December 2029. Guarantees have been provide by Bana One Ltd, Bana One L1 Ltd and Wallshire Ltd.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Group and Company
In addition to the loans due to companies under common control disclosed in note 13, the Group also entered into the following transactions with related parties: Included within other debtors are amounts due from Superetto Ltd of £4,230,474 (2023: £4,227,474). During the year, management fees were payable under contract to Morgan Management Ltd of £4,870,879 (2023: £4,479,810). The company is related by virtue of common control. As at the year end, amounts totalling £408,626 were unpaid and included in trade creditors (2023: £1,165,706).
As at 31 December 2024 and 31 December 2023, B Ackerman was the ultimate controlling party of Bana One Limited by virtue of his shareholding.
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The following were direct subsidiary undertakings at 31 December 2024:
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued) The following were indirect subsidiary undertakings at 31 December 2024:
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BANA ONE LIMITED AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors consider that the below subsidiary undertakings are entitled to exemption from the requirement to have an audit under the provision of section 479A of the Companies Act 2006 ("the Act") and the members have not required these companies to have an audit for the period in question in accordance with section 476 of the Act. Bana One Limited has guaranteed the liabilities of the below subsidiary undertakings in order that they qualify for the exemption from audit under 479A of the Act in respect of the year ended 31 December 2024. The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements. Bana One Properties Ltd Brightmark Ltd Bridgegrove Ltd Brookacre Estates Ltd Crestlink Ventures Ltd Crestway Properties Ltd
Eaglepeak Services Ltd
Eurotop Enterprises Ltd Gatetop Properties Ltd Grandprime Ltd Kingstar U.K. Ltd Kruton (No2) Ltd L.B.R. Properties Ltd Michel Grove Properties Ltd Moat Croft Ltd NCL Estates Ltd Newregal Service Ltd Parvent Co Ltd Premier Properties (London) Ltd Primeleaf Properties Ltd Prideaux House Ltd Propland Estates Ltd Readyset Resources Ltd Regalrose Services Ltd Robust Trading Ltd Saffronside Ltd Second Seaside Properties Ltd Silverpearl Properties Ltd SPR Estates Ltd SRH Estates Ltd Trailforce Ltd Wallshire Ltd Wynsel Properties Ltd
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