REGISTERED NUMBER: 10994665 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

BOTLEY DEVELOPMENTS (HOLDINGS) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

S G Pycroft

M J Willis

M P Reynolds

Secretary:

R H Musgrove

Registered office:

155 Moorgate

London

EC2M 6XB

Registered number:

10994665 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Fixed assets

Investments

4

4

4

Current assets

Debtors

5

23,837,588

34,085,221

Creditors

Amounts falling due within one year

6

3,882,348

6,379,899

Net current assets

19,955,240

27,705,322

Total assets less current liabilities

19,955,244

27,705,326

Creditors

Amounts falling due after more than one year

7

77,256,857

83,321,400

Net liabilities

(57,301,613

)

(55,616,074

)

Capital and reserves

Called up share capital

8

9

9

Retained earnings

(57,301,622

)

(55,616,083

)

Shareholders' funds

(57,301,613

)

(55,616,074

)

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:

M J Willis - Director

1.	Statutory information

Botley Developments (Holdings) 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Going concern

There is a balance sheet deficit of £57,301,613 (2023: £55,616,074) at the year end.

The financial statements have been prepared on the going concern basis. The directors believe that applying the going concern concept is appropriate as the company has obtained confirmation from related party creditors that they will continue to support the company for the foreseeable future. The company has also received confirmations from all loan creditors that they will not call in the loans until a sale takes place and until the company is in a position to do, as some the loan terms have expired at the time of signing the accounts. One of the loans that is due to a shareholder entity totalling £55,000,000 plus associated interest has been formally extended until 1 June 2026.

The directors have considered the ability of its subsidiaries to repay their loans from a sale of underlying assets and the ability of the related party creditors to support the company until that point.

Based on their assessment, given the measures that have undertaken to mitigate any adverse conditions, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

The financial statements do not include any adjustments that would be required if the going concern concept was not deemed appropriate.

Preparation of consolidated financial statements

The financial statements contain information about Botley Developments (Holdings) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Key areas of estimation and judgement include the following:

- Trade and other debtors

The directors review the recoverability of trade and other debtors at the year end. Should a debtor balance be deemed irrecoverable, a provision is recognised accordingly. The directors apply judgement when estimating the level of provision required.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less impairment in accordance with Financial Reporting Standard 102.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

3.	Employees and directors

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

4.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2024

and 31 December 2024

45,654

Provisions

At 1 January 2024

and 31 December 2024

45,650

Net book value

At 31 December 2024

4

At 31 December 2023

4

5.

Debtors

2024

2023

£

£

Amounts falling due within one year:

Other debtors

9

9

Related party debtors

-

1,362,317

Accrued interest

3,827,753

4,931,667

3,827,762

6,293,993

Amounts falling due after more than one year:

Related party debtors

52,084,406

52,934,643

Accrued interest

25,172,451

30,386,757

Related party debt impairment

(57,247,031

)

(55,530,172

)

20,009,826

27,791,228

Aggregate amounts

23,837,588

34,085,221

Part of the related party debtor and associated accrued interest balance is due after one year as the term of one of the loans has been extended to 1 June 2026.

6.

Creditors: amounts falling due within one year

2024

2023

£

£

Other creditors

54,600

85,915

Related party creditors

-

1,362,318

Accrued interest

3,827,748

4,931,666

3,882,348

6,379,899

7.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Related party creditors

52,084,406

52,934,643

Accrued interest

25,172,451

30,386,757

77,256,857

83,321,400

Part of the related party creditor and associated accrued interest balance is due after one year as the term of one of the loans has been extended to 1 June 2026.

8.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

4

Ordinary A

1

4

4

4

Ordinary B

1

4

4

1

Ordinary C

1

1

1

9

9

9.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Paul Hodgett BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

10.	Related party disclosures

Subsidiary Companies:

During the year, amounts loaned to subsidiaries totalled £8,649,763 (2023: £1,000,000).

Capital amounts owed to the company from subsidiary companies at 31 December 2024 totalled £52,084,406 (2023: £54,296,961), accrued interest owed at 31 December 2024 totalled £29,000,250 (2023: £35,318,464) and therefore, total amounts owed included in debtors before impairments totalled £81,084,656 (2023: £89,615,425).

Included in the above balances are loan capital and accrued interest balances that have been waived during the year totalling £11,530,922 (2023: £nil) that has resulted in a debit to the profit and loss account.

The above amounts have been impaired at the year-end by £1,716,859 (2023: £8,995,637) following an impairment review in relation to the subsidiaries. This is included as a cost in the profit and loss account in the year to 31 December 2024. Amounts owed at 31 December 2024 following the impairment in all previous years totals £23,837,624 (2023: £34,085,252).

Interest received during the year on the above loans included in the profit and loss account totalled £4,850,389 (2023: £4,382,075).

Directors:

At 31 December 2024, the company owed £nil (2023: £1,457,212) to the directors of the company (also shareholders), including £nil (2023: £1,072,078) of accrued interest. Interest payable on the loans for the period totalled £109,831 (2023: £106,960) and was being calculated at a rate of 8% per annum, compounded annually.

During the year, the loan capital and unpaid accrued interest was formally waived in full following the sale of shares to a third party. The total amounts waived are £1,567,043 (2023: £nil) and this balance is included as a credit to the profit and loss account.

Shareholders:

At 31 December 2024, the company owed £81,120,745 (2023: £88,225,631) to a corporate shareholder of the company, including £29,013,514 (2023: £34,268,163) of accrued interest. Interest payable on the loans for the period totalled £4,745,351 (2023: £4,279,908) and is being calculated at a rate of 8% per annum.

The shareholder introduced loans of £8,649,763 (2023: £1,000,000) to the company during the year. These loans are included in the figures in the paragraph above.

Total amount repaid to shareholders during the year totalled £10,500,000 (2023: £nil).

During the year, an amount equal to £10,000,000 (2023: £nil) in respect of unpaid accrued interest in relation to one of the loans was formally waived.

11.

Security

During the year, the company entered into a re-financing agreement where a loan payable by a subsidiary company has been secured on the shares held by the company in that subsidiary and other subsidiaries via a fixed charge.

12.	Controlling party

There is no ultimate controlling party.