The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial 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 and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

No Ceilings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4-10 Artillery Lane, London, E1 7LS.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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, modified to include the revaluation of investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Turnover is recognised at the fair value of the rent received in the normal course of business.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

The company 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 instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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 the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price. Financial assets classified as receivable within one year are not amortised.

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.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

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. Trade creditors are recognised initially at transaction price.

Share capital issued by the company is recorded at the proceeds received, net of transaction costs. Dividends payable on share capital are recognised as liabilities once they are no longer at the discretion of the company.

The company has entered into interest rates forward contracts to manage its exposure to fluctuations in the interest rates. These derivatives are measured at fair value at each reporting date. To the extent the hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the period.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. However, an exemption election has been made under Schedule 5AAA Taxation of Chargeable Gains Act 1992 which means that this company is unlikely to incur deferred tax liabilities in the foreseeable future. On those grounds, a deferred tax provision is not included in these financial statements.

The average monthly number of persons (including directors) employed by the company during the year was:

Investment property comprises rental properties. The fair value of the investment property has been arrived at on the basis of a valuation carried out in December 2024 by Jones Lang LaSalle Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

Bank loans are secured by fixed and floating charges over the company's assets.

The parent company, Student Homes I Limited, has made an exemption election under Schedule 5AAA, Taxation of Chargeable Gains Act 1992. The exemption means that the company and its subsidiaries will not incur a capital gains tax charge on the sale of the investment properties and, as a result, the deferred tax provision which was previously recognised in the financial statements is not required. The restatement of the deferred tax provision has been accounted for under FRS102 1A as a prior period adjustment. The impact on the financial statements is explained below.

Impact on Financial Statements:            

The removal of the deferred tax provision has been applied retrospectively and the comparative figures for the year ended 31 December 2023 have been restated as follows:

Profit and loss  

Tax on loss: Increased by £4,154 (previously a credit of £4,154, now £nil).

Net loss: Decreased by £4,154 (previously £18,437 loss, now £22,591 loss).

Balance sheet  

Deferred tax provision: Decreased by £16,102 (previously £16,102, now £nil).

Fair value reserve: Increased by £16,102 (previously £48,305, now £64,407).

Disclosure:        

The comparative figures for the year ended 31 December 2023 have been restated to remove the deferred tax provision. This results in a decrease in the deferred tax provision and a corresponding increase in the fair value reserve at 31 December 2023. To the extent that the deferred tax provision was recognised in the financial statements at 31 December 2022, an adjustment has been made against opening reserves at 1 January 2023.

This comprises the effective portion of the company applying hedge accounting. The amount in reserves relates to gains/losses made on cash flow hedges.

This comprises opening retained earnings, the profit or loss for the year and dividends paid as set out in the Statement of Changes in Equity.

The company is a member of a group that is headed by Student Homes LP (3rd Floor, Liberation House, Castle Street, St Helier, Jersey, Channel Islands, JE1 2LH) for which consolidated accounts are prepared.

The company's parent company is Student Homes I Limited (4-10 Artillery Lane, London, E1 7LS).