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Registered number: 02124766
SYDNEY & LONDON PROPERTIES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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SYDNEY & LONDON PROPERTIES LIMITED
COMPANY INFORMATION
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H. D. T. Phillips *
*non-executive directors
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1st Floor Sackville House
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Chartered Accountants and Statutory Auditors
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1st Floor Sackville House
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SYDNEY & LONDON PROPERTIES LIMITED
CONTENTS
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Notes to the Financial Statements
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SYDNEY & LONDON PROPERTIES LIMITED
REGISTERED NUMBER: 02124766
BALANCE SHEET
AS AT 31 MARCH 2025
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Current asset investments
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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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Capital redemption reserve
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Non-distributable profit reserve
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Page 1
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SYDNEY & LONDON PROPERTIES LIMITED
REGISTERED NUMBER: 02124766
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the Directors' Report and Statement of Comprehensive Income in accordance with provisions applicable to companies subject to the small companies regime, under Section 444 of the Companies Act 2006.
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 provision of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025.
The notes on pages 3 to 12 form part of these financial statements.
Page 2
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Sydney & London Properties Limited (the "Company") registered at 1st Floor, Sackville House, 143-149 Fenchurch Street, London, EC3M 6BL is a private company limited by shares and incorporated and domiciled in the UK (England & Wales).
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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.
Judgements or estimates made by the directors in the application of these accounting policies that have a significant effect on the financial statements are discussed in note 3.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
The following principal accounting policies have been applied:
The Company has taken advantage of the exemption in Financial Reporting Standard 102 Section 1A.7 from the requirement to provide a Statement of Cash Flows on the grounds that it is a small company.
The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £8,142,671 (2024: £983,841) which the directors believe to be appropriate for the following reasons.
The Directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the Company will have sufficient funds to meet its liabilities as they fall due for that period.
The Company is dependent on the ongoing support from Gross Hill Properties Limited, the Company’s immediate parent, in relation to the amounts due to it. Gross Hill Properties Limited has indicated that for at least 12 months from the date of approval of these financial statements and for the foreseeable future, it will continue to make available such funds as are needed by the Company and in particular will not seek repayment of the amounts currently made available if the Company does not have adequate cash or facilities to make the repayment. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Page 3
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Basic financial instruments
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Trade and other debtors / creditors
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.
Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Interest income consists of interest receivable on loans to group and other companies and bank interest receivable. Interest income is recognised in the Statement of Comprehensive Income as it accrues, using the effective interest method.
Finance costs consist of interest payable on loans from group companies and bank loan interest payable. Finance costs are recognised in the Statement of Comprehensive Income as they accrue, using the effective interest method.
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Investment properties are recognised initially at cost.
Subsequent to initial recognition
i. investment properties whose fair value can be measured reliably without undue cost or effort are held at fair value. Any gains or losses arising from changes in the fair value are recognised in the Statement of Comprehensive Income in the period that they arise; and
ii. no depreciation is provided in respect of investment properties applying the fair value model.
Independent professional valuations for investment properties are obtained by the directors annually, unless the Directors consider it appropriate to value the investment properties internally.
Page 4
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Fixed asset investments consist of investments in subsidiaries, other unlisted investments and interest rate cap derivatives.
Investments in subsidiaries are measured at cost less accumulated impairment.
Other unlisted investments are measured at cost less accumulated impairment, as the market value cannot be reliably determined.
Interest rate cap derivatives are measured at fair value, with gains and losses recognised in the Statement of Comprehensive Income.
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Current asset investments
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Current asset investments consist of investments in listed company shares.
Investments in listed company shares are measured initially at fair value, which is normally the transaction price. Subsequent to initial recognition, investments whose market value can be reliably determined are measured at fair value with changes recognised in the Statement of Comprehensive Income.
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Turnover and profit on sale of investment properties
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Turnover, which is stated net of VAT, consists of rental income earned from properties held for investment purposes. Rental income from investment property is recognised in the Statement of Comprehensive Income on a straight-line basis over the expected term of the lease.
Proceeds from the sale of investment properties are not included in turnover and the related profit or loss is calculated with reference to the carrying amount in the balance sheet. Acquisitions and disposals of investment properties are normally recognised when exchanged contracts become unconditional.
Page 5
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Current and deferred taxation
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Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the Balance Sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing difference is not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. For investment property that is measured at fair value, deferred tax is provided at the rates and allowances applicable to the sale of the property. Deferred tax balances are not discounted.
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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Page 6
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Critical accounting judgements in applying the company’s accounting policies:
In the course of preparing the financial statements, no judgements have been made in the process of applying the Company’s accounting policies, other than those involving estimations (which are dealt with separately below), that have had a significant effect on the amounts recognised in the financial statements.
Source of estimation uncertainty and judgements involving estimations:
The Company does not have any key assumptions concerning the future, or other key sources of estimation uncertainty in the reporting period that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Fair value of investment properties
Notwithstanding this, the Company’s investment properties are significant assets in the context of the Balance Sheet and are required to be recognised at their fair value at the Balance Sheet date. The directors determine fair value of the investment properties annually by assessing the property condition and is based on a valuation by external independent valuer, Avison Young.
The average monthly number of employees, including directors, during the year was 6 (2024 - 7).
Page 7
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Net loss from fair value adjustment
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The historical cost of the investment properties was £11,172,631 (2024: £3,128,208).
The fair value of the investment property at 31 March 2025 is based on a valuation by an external, independent valuer, Avison Young. The report has been prepared in accordance with RICS Valuation – Global Standards 2025 – VPGA1 - Valuations for inclusion in the financial statements which adopts the definition of Fair Value adopted by the International Accounting Standards Board (IASB) in IFRS 13.
Investment properties above are pledged as security for the bank loan of the Company.
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Investments in subsidiary companies
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Unlisted investments represent mainly an 16% investment in Lokmare Limited, a company incorporated in Cyprus which owns a property located in Israel. The balance consists of the initial investment of £92,309 (2024: £92,309), loans provided to the entity during the course of the project of £3,206,487 (2024: £3,155,881) and impairment provision of £760,882 (2024: £693,599). The loans bear an interest rate of 5% per annum. The investment is denominated in US Dollars. Other investments consists of an interest rate cap held at fair value at 31 March 2025 of £3,077 (2024: £9,474).
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Page 8
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Current asset investments
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Creditors: Amounts falling due within one year
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Amounts owed to related undertakings
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Other loans due to related undertakings
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Taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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The bank loan is secured by way of a fixed charge over the investment property to which it relates and a floating charge over the unsecured assets of the Company.
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Page 9
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Credited to profit or loss
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The deferred tax asset is made up as follows:
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Tax losses carried forward
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Decelerated capital allowances
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Allotted, called up and fully paid
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5,010,000 (2024 - 5,010,000) Ordinary shares of £1.00 each
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Non-distributable profit reserve
Unrealised changes in fair value of investment properties are included in a non-distributable profit reserve.
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Page 10
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Leases as lessor
The investment properties are let under operating leases. The future minimum lease payments receivable under non-cancellable leases are as follows:
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Between one and five years
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Financial commitments, guarantees and contingent liabilities
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The Company has jointly and severally guaranteed the bank borrowings of a subsidiary company, Sydney & Tavistock Properties Limited. The Company has given cross guarantees against the bank borrowings in the form of a fixed and floating charge over its assets.
The contingent liability in respect of the cross guarantee at the Balance Sheet date is £1,362,387 (2024: £1,390,215).
The Company has jointly and severally guaranteed the bank borrowings of two further subsidiary companies, Balfe Limited and Justice Mill Studios Limited, who are joint borrowers. The Company has given cross guarantees against the bank borrowings in the form of a fixed and floating charge over its assets.
The contingent liability in respect of the cross guarantee at the Balance Sheet date is £12,385,730 (2024: £14,152,782).
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Related party transactions
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Included in creditors due within one year are loans totalling £3,895,491 (2024: £4,067,427) due to Dorsham Investments Limited, a company which is under common control. This company is under the ultimate control of Michael Gross. This loan is non-interest bearing and is repayable on the giving of 6 months’ notice from the lender.
Included in other debtors and prepayments is a balance of £170,848 (2024: £Nil) which represents amounts due from a property venture located in Israel. The group has a 16% investment in this property venture.
During the year, purchases totalling £67,320 (2024: £167,471) were made from DBS Israel City Ventures Limited, a related party by virtue of common directorship.
The Company has taken advantage of the exemption in Financial Reporting Standard 102, Section 33.1A not to disclose transactions with group entities which are wholly owned by a member of a group.
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Page 11
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SYDNEY & LONDON PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Ultimate parent company and parent company of larger group
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The ultimate parent undertaking of the company is Boughton Holdings Limited, a company incorporated in Gibraltar. Boughton Holdings Limited is under the control of Michael Gross, the main shareholder.
The immediate parent undertaking, Gross Hill Properties Limited, heads the largest group of undertakings for which group financial statements are drawn up, and of which the Company is a member.
The consolidated financial statements of Gross Hill Properties Limited are available to the public and may be obtained from Park House, Greyfriars Road, Cardiff, CF10 3AF.
The Company was subject to an audit for the year ended 31 March 2025. The audit report was issued with an unqualified opinion and signed on 30 September 2025 by Chris Gent BA FCA (Senior Statutory Auditor) on behalf of Wilder Coe Ltd.
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