REGISTERED NUMBER: 07359150 (England and Wales)

Estel Property Investments No.3 Limited

Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

P Danson

L M Habershon

REGISTERED OFFICE:

John Carpenter House

John Carpenter Street

London

EC4Y 0AN

REGISTERED NUMBER:

07359150 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

FIXED ASSETS

Tangible assets

4

125,154

169,356

Derivative financial instruments

5

348,978

383,159

Investment property

6

10,350,000

10,350,000

10,824,132

10,902,515

CURRENT ASSETS

Debtors

7

5,557,023

6,624,865

Cash at bank

1,057,892

799,138

6,614,915

7,424,003

CREDITORS

Amounts falling due within one year

8

5,528,472

12,527,313

NET CURRENT ASSETS/(LIABILITIES)

1,086,443

(5,103,310

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,910,575

5,799,205

CREDITORS

Amounts falling due after more than one year

9

(7,175,000

)

-

PROVISIONS FOR LIABILITIES

(138,699

)

(421,535

)

NET ASSETS

4,596,876

5,377,670

CAPITAL AND RESERVES

Called up share capital

12

1

1

Non-distributable reserves

2,134,050

2,134,050

Hedging reserve

261,733

287,369

Retained earnings

2,201,092

2,956,250

SHAREHOLDERS' FUNDS

4,596,876

5,377,670

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 24th September 2025 and were signed on its behalf by:

P Danson - Director

1.	STATUTORY INFORMATION

Estel Property Investments No.3 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

Going concern

The company made a loss before taxation for the year of £1,029,449 (2023: £5,197,856) which gives rise to a going concern risk. The Directors have therefore prepared financial forecasts for the 12 month period ending 31 December 2025. The financial forecasts, together with an undertaking from the company's ultimate controlling party to provide financial support to the company for at least 12 months from the date of approval of these financial statements, have led the directors to conclude that the use of the going concern basis remains appropriate.

Turnover

Turnover represents the value of services provided and rental income accruing during the period stated net of VAT. Rent received on freehold property is recognised straight line over the term of the lease. The Directors consider the activities of the business to constitute a single class of business, originating wholly in the United Kingdom.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

20% on cost

Investment property

Investment properties are measured at fair value at each reporting date with changes in fair value recognised in profit or loss.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

i. Financial assets

Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are

subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in

profit or loss in finance costs or finance income as appropriate, unless they are included in a hedging

arrangement.

ii. Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, are initially recognised at transaction price.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual

obligation is discharged, cancelled or expires.

iii. Offsetting

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

iv. Hedging arrangements

The company applies hedge accounting for transactions entered into to manage the cash flow exposures of borrowings. Interest rate swaps are held to manage the interest rate exposures and are designated as cash flow hedges of floating rate borrowings.

Changes in the fair values of derivatives designated as cash flow hedges, and which are effective, are recognised directly in equity. Any ineffectiveness in the hedging relationship (being the excess of the cumulative change in fair value of the hedging instrument since inception of the hedge over the cumulative change in the fair value of the hedged item since inception of the hedge) is recognised in the income statement.

The gain or loss recognised in other comprehensive income is reclassified to the income statement when the hedge relationship ends. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised or the hedging instrument is terminated.

Taxation

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2023 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

fittings

vehicles

Totals

£

£

£

COST

At 1st January 2024

190,529

19,664

210,193

Additions

483

-

483

At 31st December 2024

191,012

19,664

210,676

DEPRECIATION

At 1st January 2024

38,106

2,731

40,837

Charge for year

38,130

6,555

44,685

At 31st December 2024

76,236

9,286

85,522

NET BOOK VALUE

At 31st December 2024

114,776

10,378

125,154

At 31st December 2023

152,423

16,933

169,356

5.

DERIVATIVE FINANCIAL INSTRUMENTS

2024

2023

£

£

Non-current derivative financial assets:

Fair value of interest rate swap

348,978

383,159

6.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1st January 2024

and 31st December 2024

10,350,000

NET BOOK VALUE

At 31st December 2024

10,350,000

At 31st December 2023

10,350,000

Fair value at 31st December 2024 is represented by:

£

Valuation in 2024

10,350,000

The company's investment property was valued on 31 May 2024 by a 3rd party MRICS qualified valuer at open market value. The directors are satisfied that the valuation is reflective of the of the property's value at 31 December 2024.

The historical cost of the property is £6,623,613 including enhancement expenditure.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

4,496

Amounts owed by group undertakings

5,097,477

6,282,217

Amounts owed by related parties

369,486

176,938

VAT

19,257

-

Prepayments and accrued income

70,803

161,214

5,557,023

6,624,865

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans

360,000

7,737,500

Trade creditors

66,583

86,696

Amounts owed to group undertakings

2,534,338

3,137,910

Tax

6

6

Social security and other taxes

24,794

23,630

Other creditors

9,082

6,558

Amounts owed to Related Party

2,461,437

1,255,051

Accruals and deferred income

72,232

279,962

5,528,472

12,527,313

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans - 1-2 years

360,000

-

Bank loans - 2-5 years

6,815,000

-

7,175,000

-

10.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Bank loans

7,535,000

7,737,500

The bank borrowings are stated net of issue costs and were secured by a fixed charge over the company's investment property. The rate of interest on the loan is calculated as the Sterling Overnight Index Average interest rate benchmark displayed on the relevant screen of any authorised information service.

11.	FINANCIAL INSTRUMENTS

All financial instruments are carried at amortised cost with the exception of derivative financial assets (see note 6) that are carried at their fair value of £348,978 as detailed below.

Derivative financial instruments - Interest rate swaps

The company has entered into an interest rate swap to receive interest at SONIA and pay interest at a fixed rate of 2.131%. The swap is based on a principal amount of £8,000,000, the principal amount of the bank loan, amortising in-line with the bank loan that matures in 2027.

The instrument is used to hedge the company’s exposure to interest rate movements on the bank loan facility. The hedging arrangement fixes the total interest payable on the bank loan to 4.481%. The fair value of the interest rate swap is £348,978 (2023: £383,159).

Cash flows on both the loan and the interest rate swaps are paid quarterly until 2027. During 2024, a

hedging loss of £34,181 (2023: £205,705) was recognised in other comprehensive income for changes in the fair value of the interest rate swap.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary shares of £1 each

£1

1

1

13.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Stephen Bramall BSc FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

14.	RELATED PARTY TRANSACTIONS

Amounts due to related parties at 31 December 2024 includes £2,461,437 due to Michael Danson (2023 £1,255,051).

15.	ULTIMATE CONTROLLING PARTY