REGISTERED NUMBER: 09128572 (England and Wales)

GREENDOWN LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

9

DIRECTORS:

A J M Burrows

Ms V A D'Cruz

A R D'Cruz

G C Burrows

REGISTERED OFFICE:

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

REGISTERED NUMBER:

09128572 (England and Wales)

ACCOUNTANTS:

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

FIXED ASSETS

Investments

4

1,297,146

1,297,146

Investment property

5

1,050,000

1,070,000

2,347,146

2,367,146

CURRENT ASSETS

Debtors

6

319,158

327,846

Cash at bank

280,126

312,966

599,284

640,812

CREDITORS

Amounts falling due within one year

7

(58,182

)

(50,623

)

NET CURRENT ASSETS

541,102

590,189

TOTAL ASSETS LESS CURRENT LIABILITIES

2,888,248

2,957,335

CREDITORS

Amounts falling due after more than one year

8

(2,112,152

)

(2,068,454

)

PROVISIONS FOR LIABILITIES

(37,819

)

(41,639

)

NET ASSETS

738,277

847,242

CAPITAL AND RESERVES

Called up share capital

72

72

Non - distributable reserves

11

175,845

192,026

Other reserves

11

434,437

460,220

Retained earnings

11

127,923

194,924

738,277

847,242

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company 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 relating to financial statements, so far as applicable to the company.

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

Ms V A D'Cruz - Director

1.	STATUTORY INFORMATION

Greendown 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.

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 as modified by revaluation of certain assets.

Preparation of consolidated financial statements

The financial statements contain information about Greendown 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.

Significant judgements and estimates

The directors have made a key judgement regarding the the market rate of interest for a similar debt instrument in order to calculate the capital contribution of the loan from a related party.

Turnover

Turnover is measured at the fair value of rent receivable, excluding value added tax.

Investment property

Investment property relates to a property rented to a group entity and is accounted for in accordance with FRS 102 Section 16 "Investment Property." Investment properties are initially measured at cost, including transaction costs. Subsequently investment properties are measured at fair value.

Gains and losses arising from changes in the fair value of investment properties are included in the income statement in the period which they arise. Any gains are subsequently transferred to a non-distributable reserve. Any losses are therefore only transferred to the non-distributable reserve as far as they can be matched against overall net unrealised gains.

Financial instruments

Financial instruments are classified as basic or non-basic following the conditions in FRS 102 Section 11. Basic financial instruments are recognised at amortised cost using the effective interest rate method.

Loans provided by related parties which are considered to be below market rate are deemed to include a capital contribution received from the related party. Upon receipt of the loan, the initial loan balance is recognised at the present value of the expected cashflow discounted at the market rate of interest for a similar debt instrument. The difference between the present value and the loan amount is recognised as a capital contribution within other reserves in equity. Subsequently the loan is measured at amortised cost at the effective rate of interest. Each subsequent year a transfer is made between other reserves and retained earnings equivalent to the effective interest charge. Any adjustment to the loan carrying amount arising from recalculating the present value of estimated future cash flows is recognised in the income statement at the date of the revision.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Fixed asset investments

Investments in subsidiaries are measured at cost less impairment. Investments are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, a provision for impairment is recognised in the income statement. The provision for impairment is recognised as the difference between the assets carrying amount and the best estimate of the amount that would be if it were sold at the reporting date.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Share in

subsidiary

undertaking

£

COST

At 1 April 2024

and 31 March 2025

1,303,636

PROVISIONS

At 1 April 2024

and 31 March 2025

6,490

NET BOOK VALUE

At 31 March 2025

1,297,146

At 31 March 2024

1,297,146

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2024

1,070,000

Change in fair value

(20,000

)

At 31 March 2025

1,050,000

NET BOOK VALUE

At 31 March 2025

1,050,000

At 31 March 2024

1,070,000

Fair value at 31 March 2025 is represented by:

£

Valuation in 2025

1,050,000

Investment property was valued on an open market basis on 31 March 2025 by the directors. Open market value is considered to be equal to the property's fair value.

The company has granted a fixed charge over the investment properties with a carrying value of £1,050,000 as security for the bank loan.

If the property was sold at their open market value at the balance sheet date, there would be an estimated tax liability arising of £37,819 (2024: £41,639).

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

40,387

49,368

Amounts owed by group undertakings

27,262

27,262

Other debtors

251,509

251,216

319,158

327,846

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans

25,603

24,942

Trade creditors

4,000

-

Taxation and social security

6,648

5,288

Other creditors

21,931

20,393

58,182

50,623

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

478,982

504,584

Other creditors

1,633,170

1,563,870

2,112,152

2,068,454

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans repayable greater

than 5 years

1,150,603

1,115,634

1,150,603

1,115,634

Other creditors falling due in more than one year include £1,150,603 (2024: £1,115,634) owed to a related party under terms deemed to be below market rate. In accordance with FRS 102 Section 11, the loan was initially measured at present value using a market rate of interest. The difference between the present value and the nominal amount was recognised as a capital contribution within other reserves. The liability is subsequently measured at amortised cost and is being amortised using the effective interest rate method over the term of the loan. At the year end, the balance in other reserves relating to this capital contribution was £434,437 (2024: £460,220).

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

23,500

20,000

Between one and five years

94,000

80,000

In more than five years

1,997,500

1,720,000

2,115,000

1,820,000

The lease commitment above relates to the ground rent payable under a 100 year lease at £23,500 (2024: £20,000) per annum. Refer to the post balance sheet events note for details of events occurring after the balance sheet date that impact this ground rent commitment.

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

504,585

529,526

The bank loans relate to a loan from Santander UK Plc. This loan is secured by a fixed charge over the freehold and leasehold property of the company with a carrying value of £1,050,000 (2024: £1,070,000). The bank loan is supported by cross guarantees from Rareform Limited and Thermofrost Cryo Limited for the total liability, which was £504,585 (2024: £529,526) at the year end.

11.

RESERVES

Retained earnings includes all current period and prior period profits and losses which are distributable.

Other reserves includes the capital contribution element of a loan received from a related party less interest charged at the effective rate of interest and further details is included within the Creditors: Amounts Falling Due After More Than One Year note.

12.	POST BALANCE SHEET EVENTS

In June 2025, the company completed the purchase of the freehold interest in one of the properties. The total consideration paid was £650,000, which was partially funded through a new five-year loan facility of £435,000. As a result of this transaction, future lease payments related to this property, currently disclosed under operating lease commitments, will cease from the date of acquisition.

13.	RELATED PARTY DISCLOSURES

Included in other debtors due in less than one year is a balance of £240,000 (2024: £240,000) owed by a related company. The loan is interest free and repayable on demand.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company 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 Directors 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, we have prepared for your approval the financial statements of Greendown Limited for the year ended 31 March 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company'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 Board of Directors of Greendown Limited, 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 Greendown Limited and state those matters that we have agreed to state to the Board of Directors of Greendown Limited, 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 Greendown Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Greendown Limited 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 Greendown Limited. You consider that Greendown Limited 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 Greendown Limited. 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.

This report should not be regarded as suitable to be used or relied on by any other party wishing to acquire any rights against Bessler Hendrie LLP for any purpose or in any context. Any party, other than the Directors, who obtain access to this report or a copy and chooses to rely on this report (or any part of it) will do so at its own risk.

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

17 September 2025