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Rafer Investments Limited
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For the year ended 31 December 2024
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Registered number: 12927568
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Rafer Investments Limited - Registered number: 12927568
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Statement of financial position
As at 31 December 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
Page 1
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Rafer Investments Limited - Registered number: 12927568
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Statement of financial position (continued)
As at 31 December 2024
The company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Page 2
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
Rafer Investments Limited is a private company limited by shares and incorporated in England and Wales. Its registered office and principal place of business is 11th Floor Two Snowhill, Birmingham, United Kingdom, B4 6WR. Its company registration number is 12927568.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS102') and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.
The following principal accounting policies have been applied:
At the balance sheet date, the company's profit and loss reserves are negative and the company is in a net current liability position of £10,685,745. While the property asset redevelopment has been completed, it remains unlet and the company is therefore completely reliant on further funding from its shareholder in order to meet its liabilities as they fall due for a period of 12 months.
At the point of signing these financial statements, the company has a group loan facility of £8.3m that is due to mature on 30 November 2025. It also has committed capital repayments of approximately £2.1m in respect of its external loan facility in the next 12 months. The shareholder lender has signed a noncontractual letter of support indicating its intention to make sufficient further funding available to the company to settle these and any other liabilities that may fall due in the next 12 months.
The director considers the shareholder lender financially able to fulfil this support. Therefore the director considers it appropriate to prepare the financial statements on a going concern basis. However, should the financial support mentioned above not be forthcoming, the going concern basis used in preparing the company's financial statements may be invalid and adjustments would have to be made to reduce the value of assets to their realisable amounts and to provide for any further liabilities which might be necessary should this basis not continuing to be appropriate. Our auditors concur with this position.
Page 3
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Turnover 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 discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 4
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Investment property is carried at fair value determined annually by the directors with reference to an external professional valuation. This is derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in the Statement of comprehensive income.
Short-term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on
notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 5
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The company only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties,
loans to related parties.
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Critical accounting judgements and significant estimation uncertainty
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In applying FRS102 in respect of the company's investment property, the directors are required to assess the fair value of the property at each period end. The cost of the property includes the cost of acquisition of the site, the cost of infrastructure and construction works, and legal and professional fees incurred during development prior to the building being rented or sold.
Estimation of the fair value of the property are subject to significant inherent uncertainties, in particular the prediction of future trends in the market value of property and inputs used in valuations.
Given there is no imminent sale of the property with an agreed transaction price, the directors have had to apply established valuation methodology in estimating the fair value, and they have engaged external professionals to determine the fair value at 31 December 2024.
In doing so, they have assessed the fair value of the property to be £53,050,000 as at 31 December 2024, as further disclosed in note 5. This has resulted in a downward revaluation adjustment of £20,350,979 and this has been recorded through the income statement in the current year. To date, cumulative downward revaluations amount to £22,719,750.
The key input used in the valuation model is net income yield. To the extent the net input yield used in calculating fair value is inappropriate for the property, the carrying value of the property could be materially higher or lower than the £53,050,000 reported at 31 December 2024 in these financial statements.
Deferred tax assets
The Company has material unrecognised timing differences in respect of unused UK tax losses and investment property fair value adjustments. These amount to £10,843,253 and £22,719,950 respectively. At current UK tax rates, these have a tax value of £2,710,814 and £5,679,937 respectively.
In respect of the UK tax losses, management has had to estimate future taxable profits and have determined that it is not currently probable that sufficient UK taxable profits are foreseeable to support the recognition of this asset.
In respect of the fair value adjustments, management do not think it is probable that a future capital gain will be realised in the Company that would support the recognition of this asset. Our auditors concur with this position.
Page 6
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
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The average monthly number of employees during the year was 0 (2023- 0).
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Fair value of the property has been determined by a an external professional third party, on an open market value for existing use basis.
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Prepayments and accrued income
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Page 7
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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The amounts owed to group undertakings above comprises loan principal of £8,291,800 which is unsecured and repayable in full on 30 November 2025. It attracts interest at 1.62% per annum, payable each calendar quarter in arrears. Also included in the closing balance is £151,109 of accrued interest settled shortly after the year end.
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Creditors: amounts falling due after more than one year
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Amounts owed to group undertakings
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The amounts owed to group undertakings above are unsecured and repayable in full on 15 February 2034. It attracts interest at 3.25% per annum, payable each calendar quarter in arrears.
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The following liabilities were secured:
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Details of security provided:
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Of the aggregate amount of secured creditors, £13,029,330 is due after more than one year. The loan is secured by a fixed charge over the assets of the company and a negative pledge.
Page 8
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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Charged to profit or loss
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Page 9
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
10.Deferred taxation (continued)
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The provision for deferred taxation is made up as follows:
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The reversal of the above timing differences in the 12 months following the reporting period is not expected to be material
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The provision for unrecognised deferred taxation is made up as follows:
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Losses and other deductions
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The company has unrecognised deferred tax assets in respect of capital losses carried forward of £5,679,937
(2023: £592,193), as it is not probable that future taxable capital gains will be available against which the
Company can utilise the benefits. The company has unrecognised deferred tax assets of £2,710,814 (2023: £nil) in
respect of trading losses carried forward. These have not been recognised as at the balance sheet date there is not
a reasonable expectation of sufficient future taxable profits arising in the next 12 months to utilise them.
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Related party transactions
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The Company is wholly owned by Ferreiro Properties S.L.. The Company has taken advantage of the exemption
offered by FRS 102 from disclosing transactions and balances with Ferreiro Properties S.L. and its other wholly
owned subsidiaries.
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Ultimate controlling party
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The ultimate controlling party during the year ended 31 December 2024 was Ferreiro Properties S.L. by virtue of its controlling interest in the issued share capital.
The smallest and largest group for which consolidated financial statements are prepared, which include the company, is Ferreiro Properties S.L. Its registered office is Calle Zambrana 4 28022, Madrid, Spain.
Page 10
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Rafer Investments Limited
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Notes to the financial statements
For the year ended 31 December 2024
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 29 September 2025 by John C Mabey (Senior statutory auditor) on behalf of Coveney Nicholls Partnership LLP.
Page 11
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