The Directors present their annual report and unaudited financial statements of New Beresford (UK) Limited (the “Company”) for the year ended 31 December 2024.

The principal activity of the Company is that of a holding company.

The Directors who held office during the year and through to the date of signing of the financial statements were as follows:

After making all reasonable enquiries the directors believe that it is appropriate to continue to adopt the going concern basis in the preparation of the financial statements. In forming their assessment, the directors have considered the impact of the ongoing global events on the Company and its counterparties and its ability to continue to pay its liabilities as they fall due.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The income statement has been prepared on the basis that all operations are continuing operations.

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 in accordance with the provisions applicable to companies subject to the small companies regime.

New Beresford (UK) Limited (the "Company") is a private company limited by shares incorporated in England and Wales on 1 November 2021, registration number 13714731. The registered office is 5th Floor, 2 Copthall Avenue, London, United Kingdom, EC2R 7DA.

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 UK 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 USD, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest USD.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

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 Statement of Financial Position 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 including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. 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 and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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 if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

The Company has exposure to the following potential tax liabilities:

The Company is subject to UK corporation tax.

The Company is also subject to Jamaican withholding tax at 12.5% on the interest receivable from JJB Holdings Limited as UK tax resident.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Other debtors is the capital loan to JJB Holdings Limited of $7,200,000. The loan bears an annual interest of 5.88% gross and is subject to Jamaican withholding tax of 12.5%. The net interest after withholding tax is 5.15% and this is paid quarterly which commenced on the 28 March 2022. The capital loan repayments commenced on 28 December 2024 and quarterly thereafter.

The balance of the loan as at 31 December 2024 was $6,840,000 (2023: $7,200,000), $360,000 due within one year (2023: $360,000) and $6,480,000 due after more than one year (2023: $6,840,000)

The termination date of the loan is 28 December 2031.

The Quoted Eurobonds were purchased by New Beresford Investments Limited, the 100% shareholder of The Company. The Quoted Eurobonds have a coupon rate of 4.5% and the interest is paid quarterly which commenced on the 31 March 2022. The capital repayments will commence on 31 December 2024 and quarterly thereafter and a maturity date of the bonds is 31 December 2031. The bonds were issued in order to service the Lombard loan that New Beresford Investments Limited has with UBS and the interest on this loan is a blended rate of 2.15% per annum.

The balance of the loan as at 31 December 2024 was $6,779,687 (2023: $7,131,072), $720,000 due within one year (2023: $360,000) and $6,419,687 due after more than one year (2023: $6,771,072)

Eurobonds issue costs:

The bonds issue costs incurred is $86,158, these costs will be amortised over the useful life of the bonds which is 10 years. For the period ended 31 December 2024, the bond issue cost amortised was $8,615 which is included with the loan interest payable. The remaining amount of $60,313 is reflected under creditors: amounts falling due after more than one year.