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Registered number: 13320671
MEZZANINE LENDING 1 LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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MEZZANINE LENDING 1 LIMITED
COMPANY INFORMATION
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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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MEZZANINE LENDING 1 LIMITED
CONTENTS
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Notes to the Financial Statements
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MEZZANINE LENDING 1 LIMITED
REGISTERED NUMBER: 13320671
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Debtors: amounts falling due after more than one year
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Creditors: amounts falling due within one year
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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 the 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 19 September 2025.
The notes on pages 2 to 8 form part of these financial statements.
Page 1
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Mezzanine Lending 1 Limited (the “Company”) registered at 1st Floor, Sackville House, 143-149 Fenchurch Street, London, EC3M 6BN 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 Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.
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.
As at 31 March 2025, the Company has net current assets of £200,573 (2024: £2,393,707).
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.
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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.
Page 2
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Provisions for impairment of assets
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Each individual asset will be assessed by the Directors for the presence of any trigger events which may result in provisions or impairment of the asset. If the Directors deem any of the assets to be impaired or likely to be impaired, the level of impairment or provision for impairment will be determined on an expected credit loss (ECL). ECL will be based on an assessment of the probability of default. It will take into consideration expected cash flows to be derived from the asset and from its ultimate disposal, including the timing of cashflows. The results will be discounted to give a net present value using a discount rate which reflects current market assessment of the time value for money and the risks specific to the asset.
All assets that are not considered for a specific provision are assessed collectively. Collective provisions will be determined by the Directors based on their best estimates taking into consideration relevant factors until such time when sufficient evidence exists to benchmark the performance against historical performance of the loan book.
If the reasons for provisions or impairment losses have ceased to apply or decreased, the entity shall reverse the provisions and/or impairment losses in the subsequent period, partially or in their entirety.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 3
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Provision for asset impairment and impairment of assets
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Each individual asset will be assessed by the Directors for the presence of any trigger events which may result in provisions or impairment of the asset. If the Directors deem any of the assets to be impaired or likely to be impaired, the level of impairment or provision for impairment will be determined on an expected credit loss (ECL). ECL will be based on an assessment of the probability of default. It will take into consideration expected cash flows to be derived from the asset and from its ultimate disposal, including the timing of cashflows. The results will be discounted to give a net present value using a discount rate which reflects current market assessment of the time value for money and the risks specified to the asset.
All assets that are not considered for a specific provision are assessed collectively. Collective provisions will be determined by the Directors based on their best estimates taking into consideration relevant factors until such time when sufficient evidence exists to benchmark the performance against historical performance of the loan book.
If the reasons for provisions or impairment losses have ceased to apply or decreased, the entity shall reverse the provisions and/or impairment losses in the subsequent period, partially or in their entirety.
If the reasons for provisions or impairment losses have ceased to apply or decreased, the entity shall reverse the provisions and/or impairment losses in the subsequent period, partially or in their entirety.
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 s 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.
Page 4
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Accounting estimates and judgements
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Provision assesments may require estimations in relation to the future cashflow timings, future sale proceeds and expected costs associated with sales. Should actual cash flows differ from those that have been estimated, the carrying value of assets could be different.
There are no key assumptions concerning the future or other key sources of estimation uncertainty at the Balance Sheet date that may cause material adjustment to the carrying amount of assets or liabilities within the next financial year.
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The average monthly number of employees, including directors, during the year was 5 (2024 - 7).
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Provisions for impairment losses
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Included within administrative expenses are increases in provisions for impairment losses on loans made to borrowers.
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Individual provisions for impairment
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Collective provisions for impairment
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Page 5
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Due after more than one year
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Prepayments and accrued income
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Accrued interest on loans to borrowers
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Amounts owed by group companies
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Included in loans to borrowers and accrued interest on loans to borrowers are provisions for impairment totalling £2,894,136 (2024: £1,216,791).
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Page 6
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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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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1 (2024 - 1) Ordinary Shares share of £1.00
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Related party transactions
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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 7
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MEZZANINE LENDING 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Post balance sheet events
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On 8 May 2025, subsequent to the Balance Sheet date of 31 March 2025, Northwood Birmingham Ltd repaid in full a loan for which a provision for impairment of £327,057 had been recognised within the accounts for the year ended 31 March 2025.
As at 31 March 2025, the carrying value of the loan receivable was £1,264,729, with a provision of £327,057 recognised in the financial statements. The full repayment will be recognised in the financial statements for the year ending 31 March 2026.
This event is considered a non-adjusting post balance sheet event under FRS 102 Section 32, as the repayment occurred after the reporting date and the conditions leading to the repayment did not exist at the balance sheet date. No adjustment has been made to the carrying value of the loan in these financial statements, but disclosure is provided to ensure the accounts remain clear and not misleading.
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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 26 September 2025 by Chris Gent BA FCA (Senior Statutory Auditor) on behalf of Wilder Coe Ltd.
Page 8
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