| REGISTERED NUMBER: |
| BONSAI HOLDINGS LLP |
| Unaudited Financial Statements for the Year Ended 31 December 2024 |
| REGISTERED NUMBER: |
| BONSAI HOLDINGS LLP |
| Unaudited Financial Statements for the Year Ended 31 December 2024 |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| General Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 4 |
| Chartered Accountants' Report | 8 |
| BONSAI HOLDINGS LLP |
| General Information |
| for the Year Ended 31 December 2024 |
| DESIGNATED MEMBERS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| ACCOUNTANTS: |
| Granville House |
| 2 Tettenhall Road |
| Wolverhampton |
| West Midlands |
| WV1 4SB |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Balance Sheet |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Investments | 4 |
| Investment property | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| and |
| NET ASSETS ATTRIBUTABLE TO MEMBERS |
3,545,960 |
5,832,495 |
| LOANS AND OTHER DEBTS DUE TO MEMBERS |
9 |
3,545,760 |
5,832,295 |
| MEMBERS' OTHER INTERESTS |
| Capital accounts | 200 | 200 |
| 3,545,960 | 5,832,495 |
| TOTAL MEMBERS' INTERESTS |
| Loans and other debts due to members | 9 | 3,545,760 | 5,832,295 |
| Members' other interests | 200 | 200 |
| 3,545,960 | 5,832,495 |
| The members acknowledge their responsibilities for: |
| (a) | ensuring that the LLP keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the LLP as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 relating to financial statements, so far as applicable to the LLP. |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Balance Sheet - continued |
| 31 December 2024 |
| The financial statements were approved by the members of the LLP and authorised for issue on |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Bonsai Holdings LLP is registered in England and Wales. The LLP's registered number and registered office address can be found on the General Information page. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Related party exemption |
| The LLP has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Turnover |
| Turnover comprises rental income and other recoveries from tenants of the LLP's investment properties net of value added tax. Rental income is recognised on an accruals basis in the period in which it is earned, in accordance with the terms of the lease. |
| Lease incentives granted are recognised as an integral part of total rental income, and are accounted for as a reduction of rental income over the lease term. |
| Service charge income is not recognised as the LLP gains no economic benefit from this income as it is to be fully applied to meeting the cost of property expenditure which is the responsibility of the tenants. Similarly, service charge expenditure is only recognised to the extent that it is not recoverable from tenants. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Investment property |
| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Going concern |
| Either of the class A or class B members can, after 31 January 2022, require that the LLP commence a process which will lead to an exit event, which would result in the winding up of the LLP. This right has not been exercised from 1 February 2022 up to the approval of the financial statements and there is no expectation that this right will be exercised in the foreseeable future (ie for at least one year after the approval of these financial statements). |
| The LLP is part of a group formed as a special purpose vehicle. The original business model anticipated that the group would have sold its properties and repaid its debt by May 2023. However, for a variety of reasons, this timing has not been achieved and as disclosed in note 16, subsequent to the year end, the members have refinanced the LLP’s bank loans and agreed extended repayment term of the other loans.The debts have been repaid by May 2025. |
| The LLPs’ business model, including cash flow forecasts, has been updated and show that: |
| - the LLP will have sufficient resources to continue its activities for the foreseeable future; and |
| - the LLP will meet its loan covenants. |
| The impact of future economic uncertainties, including a reduction in rental income, an increase in bad debt expenses and an increase in capital costs, have also been assessed. The business model shows that under reasonable plausible scenarios, the LLP will still have sufficient resources and will still meet its loan covenants. |
| Accordingly, the members have concluded that, although there are material uncertainties relating to the ability of the LLP to continue as a going concern, it is appropriate to prepare the financial statements on the going concern basis. The financial statements do not include adjustments that would result if the LLP was unable to continue as a going concern. |
| Member's participation rights |
| Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits). |
| Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with FRS102. A member's participation right results in a liability unless the right to any payment is discretionary on the part of the LLP. |
| Amounts subscribed or otherwise contributed by members, for example members' capital, are classed as equity if the LLP has an unconditional right to refuse payment to members. If the LLP does not have such an unconditional right, such amounts are classified as liabilities. |
| Profits are automatically divided as they arise, so the LLP does not have an unconditional right torefuse payment. The amounts arising that are due to members are in the nature of liabilities. They are therefore treated as an expense in the profit and loss account in the relevant year. To the extent that they remain unpaid at the year end, they are shown as liabilities in the Balance Sheet. |
| Losses are treated in the same manner as profits. |
| All amounts due to members that are classified as liabilities are presented in the balance sheet within 'Loans and other debts due to members' and are charged to the profit and loss account within 'Members' remuneration charged as an expense'. Amounts due to members that are classified as equity are shown in the balance sheet within 'Members' other interests'. |
| 3. | EMPLOYEE INFORMATION |
| The average number of employees during the year was |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 4. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 5. | INVESTMENT PROPERTY |
| Total |
| £ |
| FAIR VALUE |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Fair value at 31 December 2024 is represented by: |
| £ |
| Valuation in 2018 | 500,000 |
| Valuation in 2020 | (1,550,000 | ) |
| Valuation in 2021 | 131,180 |
| Valuation in 2022 | (3,147,000 | ) |
| Cost | 45,467,020 |
| 41,401,200 |
| Investment property was valued on an open market basis on 31 December 2024 by the members. . |
| 6. | DEBTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Prepayments |
| BONSAI HOLDINGS LLP (REGISTERED NUMBER: OC420207) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 6. | DEBTORS - continued |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due after more than one year: |
| Other debtors |
| Prepayments and accrued income |
| Aggregate amounts |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loans and overdrafts |
| Loans |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| 8. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loans |
| Loans |
| The bank and other loans are secured by fixed charges on the LLP's freehold properties and by |
| floating charged on the LLP's other assets. |
| 9. | LOANS AND OTHER DEBTS DUE TO MEMBERS |
| Under the terms of the partnership deed, the loans from members are repayable as and when the LLP has the cash resources to permit repayment. |
| 10. | RELATED PARTY DISCLOSURES |
| In addition to related party transactions with fellow wholly owned group companies (which are exempt from disclosure) the following related party transactions took place: |
| Loan finance |
| ICG Longbow Debt Investments No 4 SÁRL ("ICG")) is an entity related to one of the members. ICG provided the other loans to the LLP; the outstanding balance in the year is shown in Note 11 above; interest of £1,745,144 (2023 - £1,518,122) was charged. |
| Chartered Accountants' Report to the Members |
| on the Unaudited Financial Statements of |
| Bonsai Holdings LLP |
| The following reproduces the text of the report prepared for the members in respect of the LLP's annual unaudited financial statements. In accordance with the Companies Act 2006, the LLP is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Members are not required to be filed with the Registrar of Companies. |
| In order to assist you to fulfil your duties under the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, we have prepared for your approval the financial statements of Bonsai Holdings LLP for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and the related notes from the LLP's accounting records and from information and explanations you have given us. |
| As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance. |
| This report is made solely to the members of Bonsai Holdings LLP, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Bonsai Holdings LLP and state those matters that we have agreed to state to the members of Bonsai Holdings LLP, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Bonsai Holdings LLP and its members, as a body, for our work or for this report. |
| It is your duty to ensure that Bonsai Holdings LLP has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Bonsai Holdings LLP. You consider that Bonsai Holdings LLP is exempt from the statutory audit requirement for the year. |
| We have not been instructed to carry out an audit or a review of the financial statements of Bonsai Holdings LLP. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. |
| Granville House |
| 2 Tettenhall Road |
| Wolverhampton |
| West Midlands |
| WV1 4SB |