REGISTERED NUMBER: 11028382 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

BDC PHASE 2 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:

11028382 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

Current assets

Stocks

4

2,350,192

2,367,659

Debtors

5

2,518,744

11,684,588

Cash at bank

15,510

225,275

4,884,446

14,277,522

Creditors

Amounts falling due within one year

6

3,238,978

2,118,210

Net current assets

1,645,468

12,159,312

Total assets less current liabilities

1,645,468

12,159,312

Creditors

Amounts falling due after more than one year

7

(17,487,230

)

(26,500,335

)

Provisions for liabilities

8

-

(322,336

)

Net liabilities

(15,841,762

)

(14,663,359

)

Capital and reserves

Called up share capital

9

2

2

Retained earnings

(15,841,764

)

(14,663,361

)

Shareholders' funds

(15,841,762

)

(14,663,359

)

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

BDC Phase 2 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 £15,841,762 (2023: £14,663,359) at the year end.

The financial statements have been prepared on a going concern basis. This basis is considered appropriate by the directors.

In September 2022, the company entered into a new agreement for the sale of the land and to fund future development costs as purchase for the finished project. This agreement allowed the company to repay some debt and continue with the development, with a final profit amount to be determined at the completion of the project once certain conditions are met.

Although the project entered practical completion towards the end of 2024, the entity will be kept active because the final profit payment mentioned above is payable once the property has been leased and not on completion of the project. There is also a period of time whereby the entity will be liable to correct any defect issues that may arise.

The term of the loan to the parent company has been extended until 1 June 2026 and the company has received confirmation that the loan will not need to be repaid until the company has the resources to do so.

Based on the extension of the loan from the parent and the parental support as described above, 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 to the value of the balance sheet which would result from the going concern basis not being valid.

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:

a) Valuation of work-in-progress

When determining the net realisable value of work-in-progress, key estimates and judgements are applied by the directors. This includes an estimation of the costs remaining to complete the development (including work completed by subcontractors but not yet billed) as well as an estimation of future revenue. The application of these estimates includes a degree of uncertainty. Should these estimates change unfavourably, then a write down of work-in-progress may be required.

Work-in-progress

Work-in-progress includes costs directly attributable to the purchase of and development of land sites. The purchase of land and other property is recognised upon legal completion. Costs include amounts expended on land acquisition, construction and related planning costs, legal and professional fees as well as other costs directly attributable to the development of the sites.

Work-in-progress is carried forward at the lower of cost and net realisable value.

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.

3.	Employees and directors

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

4.

Stocks

2024

2023

£

£

Work-in-progress brought forward

2,367,659

320,583

Additions during the year

19,902,597

17,768,209

Recharges following the forward fund

(19,920,064

)

(15,461,133

)

Work-in-progress impairment

-

(260,000

)

2,350,192

2,367,659

During the year ended 31 December 2022, the company entered into an agreement with a third party to sell the land included within work-in-progress, recoup historic development costs and forward fund the remainder of the development through to completion with the company acting as developer on behalf of the third party.

The recharges following the forward fund of £19,920,064 (2023: £15,461,133) represents recharges raised to the third party buyer for costs incurred by the company.

5.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

2,407,491

2,049,747

Other debtors

5,882

9,506,361

Related party debtors

12,086,367

12,087,507

Related party debt impairment

(12,086,367

)

(12,087,507

)

VAT

-

23,109

Prepayments and accrued income

105,371

105,371

2,518,744

11,684,588

6.

Creditors: amounts falling due within one year

2024

2023

£

£

Trade creditors

805,907

2,108,960

VAT

1,892,348

-

Accrued expenses

540,723

9,250

3,238,978

2,118,210

7.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Related party creditors

8,035,416

18,535,416

Accrued interest

9,451,814

7,964,919

17,487,230

26,500,335

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

8.	Provisions for liabilities

2024

2023

£

£

Other provisions

-

322,336

The amount included in other provisions of £nil (2023: £322,336) relates to amounts payable on an onerous contract, whereby further unavoidable costs are anticipated in addition to those which can be recovered from the contract. The onerous contract provision was fully reversed at 31 December 2024 on the basis that the costs were invoiced during the year.

9.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1

Ordinary A

1

1

1

1

Ordinary B

1

1

1

2

2

10.	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

11.	Related party disclosures

At the year-end, the company owed £17,487,230 (2023: £26,500,334) to the parent company including £9,451,814 (2023: £7,964,918) of accrued interest. Interest charged during the year totalled £1,486,896 (2023: £1,482,833).

Repayments of loan capital made during the year to the parent company totalled £10,500,000 (2023: £nil).

At 31 December 2024, the company was owed £12,086,367 (2023: £12,087,507) from a fellow subsidiary. This balance was considered irrecoverable and was therefore impaired in full at the year-end, with a movement in the provision during the year to 31 December 2024 totalling a credit of £1,140 (2023: debit of £813,457).

12.	Controlling party

The company is a wholly owned subsidiary of Botley Developments (Holdings) Limited. There is no ultimate controlling party.