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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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AURIENS CHELSEA HOLDCO LIMITED
COMPANY INFORMATION
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AURIENS CHELSEA HOLDCO LIMITED
CONTENTS
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AURIENS CHELSEA HOLDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report for the year ended 31 December 2024.
The principal activity of the Group, comprising Auriens Chelsea Holdco Limited (the 'Company') and its subsidiaries, in the period under review was the development, sale and operation of a luxury extra care facility. In March 2024, the Group began transitioning from a rental-led model to a sales-led model, with the first apartment sales completed during the year. The principal activity of the Company in the period under review was to act to as an investment holding company.
During the year ended 31 December 2024, the Group comprised four entities: Auriens Chelsea Holdco Limited (“ACHL”), Auriens Chelsea Property Holding Company Limited (“ACPHCL”), Auriens Chelsea Property Limited (“ACPL”), and Auriens Chelsea Management Limited (“ACML”). ACPL and ACML together operate under the trading name “Dovehouse.”
The Group saw significant progress in 2024, with strong improvements in revenue, operational efficiency, and financial performance across the key operating entities. At Dovehouse, average occupancy increased from 36% in 2023 to 44% in 2024. The average number of apartments rented on a monthly basis rose from 20 to 23, and the Group completed its first residential unit sales during the year, with 3 units sold. Total revenue at Dovehouse rose from £5,430,364 in 2023 to £20,798,964 in 2024, driven primarily by the introduction of sale of apartments. A number of operational improvements were implemented during the year. These included a rationalisation of the staffing model, with the security team replaced by a new overnight concierge function, and the purchasing team functionally absorbed into the central finance team. Monthly financial review meetings were introduced for all departmental heads, enhancing accountability and cost awareness. In addition, a new purchase order system was implemented, increasing visibility and control over supplier spend. The Group focused its efforts on repositioning the business for sales-led growth. This included the creation of a new Chief Commercial Officer role to lead on sales strategy, and the appointment of a Marketing Director to enhance brand focus and cost discipline. Premium on sale of residential units rose from £nil in 2023 to £13,890,000 in 2024. The net loss for the year increased from £30,453,457 in 2023 to £32,322,206 in 2024, due in part to non-recurring costs associated with a refinancing process undertaken during the year. In August 2024, the Group completed a transition from a development loan facility with Goldman Sachs to a new Inventory loan facility with an extendable three-year term with Marathon Asset Management, which better aligned to the Group’s post-development operating and sales-focused phase.
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AURIENS CHELSEA HOLDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors consider the principal risk facing the Group to be the external environment — particularly macroeconomic and fiscal conditions that may affect the spending appetite of its target demographic. Changes to the non-domiciled tax regime and broader economic uncertainty could reduce demand for premium residential properties that they are selling typically to move to Auriens.
While underlying demand for the Group’s product remains strong, the nature of the market is hyper-local, and many prospective purchasers are reliant on the sale of their own properties in the nearby prime area. Delays or difficulties in selling those properties, driven by wider market conditions, can impact the timing and certainty of sales at Auriens Chelsea. Given the Group’s strategic focus on unit sales, its ability to meet loan covenant obligations is a key consideration and represents a key financial risk. Failure to meet sales milestone covenants could result in penalties or a default under the Group’s financing arrangements. In addition, the Group’s liquidity remains dependent on continued support from its investors. Any delay or change in investor funding could affect the Group’s ability to meet operational and financing obligations in the short term. To mitigate these risks, the Group is focused on building a strong forward sales pipeline, refining pricing and marketing strategy, maintaining regular engagement with its lender and investors, and actively managing cash flow. Cost control, scenario planning, and market monitoring continue to form part of the Group’s ongoing financial risk management approach.
The directors monitor a range of financial key performance indicators (KPIs) to assess the performance and financial health of the Group in line with its strategic objectives.
These KPIs are reviewed regularly by senior management and the Board and are integral to the monthly financial reviews held with departmental heads. They support both short-term operational decision-making and long-term planning as the Group transitions toward a sales-led model.
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AURIENS CHELSEA HOLDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group has made progress in developing its non-financial performance tracking during the year, particularly in relation to occupancy and resident satisfaction.
Occupancy levels at the reporting date were as follows: A resident satisfaction survey was conducted in May and June 2024 by an independent firm. The results reflected consistently high satisfaction levels across the board, with standout scores for overall satisfaction (average 4.7/5), feeling at home (average 4.7/5), support from staff (average 4.9/5), and likelihood to recommend (average 9.7/10). The findings highlighted the quality of services and team support as key strengths, while also identifying areas for improvement such as in-apartment technology, internal communications, and onboarding of new residents. These insights are actively being used to inform operational changes and service delivery improvements.
During the year, the Group began formalising its approach to environmental, social and governance (ESG) matters. A specialist consultancy was engaged to support the development of an ESG framework and reporting plan. These are expected to be implemented across the business during 2025. This work is intended to help define clear KPIs across operational functions and to support future reporting to investors. The Group recognises the growing importance of ESG in long-term value creation and risk management and expects this to become a more integrated part of its strategy in the years ahead.
This report was approved by the board on 30 June 2025 and signed on its behalf.
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AURIENS CHELSEA HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £32,322,206 (2023 - loss £30,453,457).
The directors do not recommend a dividend in respect of the year ended 31 December 2024.
The directors who served during the year were:
In 2025, the Group’s strategic priorities are focused on achieving key sales milestones, improving cost efficiency, and continuing to strengthen operational performance. A major focus will be meeting the next loan covenant under the Marathon facility under which there are capital repayments due within one year and are expected to be made with the proceeds of sales of units.
These initiatives are designed to support both the financial sustainability of the operating model and the attractiveness of the offering to prospective residents and buyers.
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AURIENS CHELSEA HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group’s financial risk management is focused on maintaining liquidity to support ongoing operations while meeting its obligations under the senior loan facility.
The operational entities, Auriens Chelsea Property Limited and Auriens Chelsea Management Limited (together “Dovehouse”), rely primarily on rental income to fund operating costs. Interest payments under the Group’s loan facility are typically met through a combination of sales proceeds and equity contributions from investors. As such, the Group remains dependent on consistent rental income and continued progress in residential unit sales to meet both operational and financing commitments. The Group does not currently engage in hedging activities or the use of derivative financial instruments. Credit risk is limited, given the nature of the resident profile, and the Group monitors cash flow and covenant compliance on an ongoing basis to manage liquidity and financing risk.
The Group has chosen in accordance with the Companies Act 2006, s.414C(11) to set out in the Group’s strategic report information required by Large and Medium-sized Companies and Groups Regulations 2008, Sch.7 to be contained in the Directors’ Report. It has done so in respect of the business review, principal risks and uncertainties, and key performance indicators.
Since the reporting date, the Group has completed two residential unit sales in April 2025 and June 2025. These transactions form part of the Group’s ongoing strategy to transition toward a sales-led model and contribute toward upcoming loan covenant requirements. There have been no other significant events affecting the Group since the reporting date.
The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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AURIENS CHELSEA HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on
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AURIENS CHELSEA HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AURIENS CHELSEA HOLDCO LIMITED
We have audited the financial statements of Auriens Chelsea Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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AURIENS CHELSEA HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AURIENS CHELSEA HOLDCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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AURIENS CHELSEA HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AURIENS CHELSEA HOLDCO LIMITED (CONTINUED)
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AURIENS CHELSEA HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AURIENS CHELSEA HOLDCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance; • results of our enquiries of management about their own identification and assessment of the risks of irregularities, including those that are specific to the Group's and the parent Company's business sector; • results of our discussions and enquiries with management and those charged with governance regarding any known or suspected instances of fraud; • any matters we identified having obtained and reviewed the Group's and the parent Company’s documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations. We obtained an understanding of the legal and regulatory frameworks that the Group and the parent Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Companies (Guernsey) Law 2008 and UK tax legislation. In addition, we considered other laws and regulations that could have an effect on the Group and the parent Company and result in the imposition of financial or other penalties and litigation. We discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements, any opportunities or incentives for fraud and potential indicators of fraud. All matters in relation to non-compliance with relevant laws and regulations and potential fraud risks were communicated to all members of the engagement team, who were all deemed to have appropriate competence and capabilities, and we remained alert to any indications of fraud or non-compliance throughout the audit. Non-compliance with laws and regulations Our procedures to respond to risks identified included the following: • enquiring of management and those charged with governance concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; • reviewing and considering any correspondence with tax authorities for any instances of non-compliance with laws and regulations;
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AURIENS CHELSEA HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AURIENS CHELSEA HOLDCO LIMITED (CONTINUED)
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; and
• reviewing any legal expenditure accounts to understand the nature of expenditure incurred. These limited procedures did not identify any actual or suspected non-compliance. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. Fraud As a result of our risk assessment procedures, we identified the areas with the greatest potential for fraud to be revenue recognition and the valuation of property trading stock. In common with all audits under ISAs (UK), we are required to presume there is a fraud risk in relation to revenue recognition, and we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we reviewed and tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business. Our procedures to respond to the risks identified included the following: • performing substantive audit procedures on the revenue recognised during the year by agreeing to supporting documentation; • reviewing the significant estimates and assumptions made by management in relation to the net realisable value of the property trading stock for reasonableness and bias; • reviewing post reporting date information in connection with the net realisable value of the property trading stock; • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and • enquiring of management and those charged with governance concerning any known or suspected instances of fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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AURIENS CHELSEA HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AURIENS CHELSEA HOLDCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
124 Finchley Road
NW3 5JS
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AURIENS CHELSEA HOLDCO LIMITED
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
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AURIENS CHELSEA HOLDCO LIMITED
REGISTERED NUMBER: 11592674
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2025.
The notes on pages 18 to 37 form part of these financial statements.
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AURIENS CHELSEA HOLDCO LIMITED
REGISTERED NUMBER: 11592674
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 37 form part of these financial statements.
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AURIENS CHELSEA HOLDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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AURIENS CHELSEA HOLDCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Auriens Chelsea Holdco Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office is 18 Culford Gardens, London, England, SW3 2ST.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The Group and the Company meets their working capital requirements through the utilisation of their own resources as well as the financial support that they receive from the ultimate controlling party.
The Company is a holding entity and as such the going concern is dependent on the Group therefore the going concern assessment was performed as part of the Group’s assessment. The Group’s intermediate parent undertaking, UK Senior Livings Holdings Limited, has confirmed that it will continue to provide such financial support as the Group requires to continue in operational existence and meet its obligations and liabilities as they fall due for a period of at least 12 months from the date of approval of the Group's and Company’s financial statements for the year ended 31 December 2024. Based on the Group's forecasts and projections for a period of 12 months from the date of approval of these financial statements, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future from funding being received hence the financial statements have been prepared on a going concern basis. Therefore, these financial statements do not include adjustments that would be required should the going concern basis of preparation no longer be appropriate.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Premium on sale of residential units Residences are leased to tenants under long term leases. The premium receivable on sale of a long term lease is recognised as income at the completion date. Apartment works revenue on sale of residential units On sale of residential units, certain works may be requested by a tenant to an apartment and this income is recognised separately from the premium on sale. The apartment works revenue is recognised on completion of the works under the terms of the agreement. Management fees receivable from residents On sale of a long term lease, the Group enters into an agreement with these tenants to provide services and maintain the upkeep of the complex. The fees receivable under such an agreement are comprised of the fixed management charge (FMC) and the deferred management fee (DMF). The fixed management fee is invoiced periodically and the deferred management fee is due on the resale of the property. The management fees receivable are recognised over the expected stay of the resident. Management consider that timing of the payment of the deferred management fee constitutes a financing arrangement as it is anticipated to be received in more than one year and an adjustment is therefore required for the effects of the time value of money. Accordingly, the revenue accrued in respect of the deferred management fee is initially recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Interest income in respect of unwinding the discount is recognised separately within interest receivable and similar income.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Residences are leased to tenants under short term leases. The rental income receivable under these leases is recognised through profit and loss on a straight line basis over the term of the lease. Any rent-free period is spread over the period of the lease. Apartment utilities revenue Revenue is recognised in respect of utilities recharged to tenants under the terms of their lease. Car parking revenue Revenue generated from car parking is recognised over the term of the agreement or as the service is provided. Housekeeping and laundry Revenue comprises the provision of housekeeping and laundry facilities to residents and is recognised as income when the service is provided. Restaurant, bar, apartment dining and private events Sales of food and drink are recognised as income at the point of sale. Revenue generated from private dining and events is recognised when the functions have taken place and services have been rendered. Deposits received in advance are not recognised as revenue until the event. Auxiliary facilities and services Revenue generated from the complex's lifestyle and welling facilities are recognised as income at the point of sale for individual transactions or recognised evenly over the membership year in the case of memberships.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Property purchased with the intention to develop and re-sale is stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Property trading stock is charged to profit or loss on the sale of a unit based on a proportion of the total costs which is made with reference to the square footage of the sold unit in relation to the total square footage of the units. Goods for resale Goods for resale are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for
Page 22
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgments in applying the Group and the Company's accounting policies The judgments (apart from those involving estimates) which have had the most significant effect on amounts recognised in the financial statements are as follows: Time value of money As described in note 2.5 to the financial statements, management consider that timing of the payment of the deferred management fee constitutes a financing arrangement as it is anticipated to be received in more than one year and an adjustment is therefore required for the effects of the time value of money. Accordingly, the revenue accrued in respect of the deferred management fee is initially recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Management consider that a market rate of interest for such individuals would be aligned with the Bank of England's base rate and similar rates for mortgages at the time of the sale of the property as deferred management fees are secured against a completed, appreciating asset with repayment contractually tied to resale proceeds. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are as follows: Valuation of property trading stock Property trading stock is stated at the lower of cost and net realisable value at the reporting date. In assessing net realisable value for property trading stock, consideration has been given to internal appraisals of future sales which is based on the current price list, adjusted for any predicted changes to the sales prices and the assumption that the maximum discount ('deal margin') is exercised, alongside an external valuation performed by independent professional valuers with experience in the location and category of property valued. There is significant disruption and uncertainty in the UK property market from factors such as changes in interest rates and inflation which inevitably increases the degree of judgment and estimation uncertainty involved in the valuation of property trading stock at the reporting date. This is reviewed annually by management and the estimates updated accordingly. At the reporting date, the property trading stock amounted to £191,673,117 (2023: £203,729,203) which is included in stocks. Accrued income in respect of deferred management fees The Group recognises accrued income in respect of deferred management fees due from residents. Deferred management fees are due to the Group based on a variable percentage of the onward future sale of the property.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.Judgments in applying accounting policies (continued)
There is significant uncertainty in estimating the accrued income from the inherent factors associated with this balance, such as future property prices, the potential for residents to stay for a different time period to the average and the associated impact on the variable percentage. This is reviewed annually by management and the estimates updated accordingly. At the reporting date, the accrued income in respect of deferred management fees amounted to £165,921 (2023: £nil) which is included in prepayments and accrued income due in more than one year. Recoverability of amounts due from group undertakings Amounts due from group undertakings (intragroup loans) are stated at cost less impairment at the reporting date. In assessing the recoverability of the intragroup loans, consideration has been given to the net liabilities position of the corresponding entity at the reporting date. The loan has been impaired to the extent of the balance due in excess of the assets that would be recovered at the reporting date with consideration given to intragroup loans owed to other group undertakings. Actual realisations could differ from the amount shown in the financial statements, however the directors consider this to be a prudent estimate based on the information available at the reporting date. This is reviewed annually by management and the impairment updated accordingly. At the reporting date, amounts owed from group undertakings to the Group amounted to £nil (2023: £2,875) which is included in debtors due within one year. At the reporting date, amounts owed from group undertakings to the Company amounted to £nil (2023: £33,813,730) which is included in debtors due in more than one year and £54,090,579 (2023: £319,932) which is included in debtors due within one year.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 26
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 27
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 28
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
Corporation tax losses carried forward
The Group has corporation tax losses of £30,919,463 (2023: £29,859,692) carried forward available to utilise against future profits. The Group therefore would have a deferred tax asset of £7,729,866 (2023: £7,464,923) if the corporation tax losses were realised at the main rate of corporation tax of 25%. The Group also has a disallowed tax-interest expense of £113,034,609 (2023:£82,162,610) carried forward available to utilise against future profits, subject to meeting the required conditions for reactivation. The Group therefore would have a deferred tax asset of £28,258,652 (2023: £20,540,653) if the disallowed interest could be reactivated and realised at the main rate of corporation tax of 25%. However, future profits to utilise these corporation tax losses against are not yet probable and no deferred tax asset has been recognised in the financial statements. Realisation of property trading stock At the reporting date, the Group would have a deferred tax asset of £7,745,077 (2023: £8,334,860) available in respect of its unrealised tax losses if the Group was able to realise the property trading stock at its net realisable value. This considers the utilisation of both the corporation tax losses and the disallowed interest expense as above.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
However, management considers that the utilisation of the Company's unrealised tax losses is not yet probable. This is is on the basis of management's expectations that when the property trading stock profits crystallise in future periods, such profits will be eliminated by future expected expenditure which must be utilised before the unrelieved tax losses. Accordingly, no deferred tax asset has been recognised in these financial statements.
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 31
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 32
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 34
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17.Loans (continued)
Page 35
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
At the reporting date, there was an amount of £25,900 (2023: £36,802) outstanding in respect of pension contributions payable by the Group, which is included in other creditors.
Contributions payable by the Group during the year were £185,844 (2023: £149,179).
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AURIENS CHELSEA HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent company of the Company is UK Senior Livings Holdings 2 Limited, a company incorporated in Jersey. The address of its registered office is 44 Esplanade, St Helier, Jersey, JE4 9WG.
The largest and smallest group in which the results of the Group and Company is consolidated is headed by UK Senior Livings Holdings Limited, a company incorporated in Jersey. The registered office is located at 44 Esplanade, St Helier, Jersey, JE4 9WG. The Directors consider the ultimate controlling party to be Oaktree Real Estate Opportunities Fund VIII Holdings 2 (Cayman), L.P which is registered in Cayman Islands.
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