ACCOUNTS - Final Accounts

Registered number: 01708086

CROMWELL HOLDINGS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

CROMWELL HOLDINGS LIMITED

COMPANY INFORMATION

Directors	D C Bradley MRICS
	J P Hallam MBA MSc MA (Oxon)


Registered number	01708086


Registered office	4 The Deans
	Bridge Road
	Bagshot
	Surrey
	GU19 5AT


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditors
	3 Brook Business Centre
	Cowley Mill Road
	Uxbridge
	Middlesex
	UB8 2FX

CROMWELL HOLDINGS LIMITED

CONTENTS

	Page
Directors' report	1 - 3
Independent auditors' report	4 - 8
Consolidated statement of comprehensive income	9
Consolidated statement of financial position	10 - 11
Company statement of financial position	12 - 13
Consolidated statement of changes in equity	14 - 15
Company statement of changes in equity	16
Notes to the financial statements	17 - 36

CROMWELL HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.

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.

Going concern assumption

The financial statements have been prepared on a going concern basis notwithstanding that the company's Statement of financial position records net current liabilities of £3,371k (2024 - £4,555k).

The company owed a net £5,789k (2024 - £11,382k) to group companies. The directors of the group companies have provided an undertaking that they will not seek repayment of the loans until such time that the company has sufficient funds to do so and will continue to support the company for the foreseeable future, and specifically for a period not less than 12 months from the date of signing of these financial statements, such that the company will be able to meet its liabilities as they fall due. Furthermore, investment properties within the group valued at £11,285k (2024 - £10,640k) remain uncharged at the reporting date.

The directors therefore consider the preparation of the financial statements on a going concern basis to be appropriate

Directors

The directors who served during the year were:

D C Bradley MRICS

J P Hallam MBA MSc MA (Oxon)

M S Hastings FCCA (resigned 31 December 2024)

Page 1

CROMWELL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

Business review

The directors consider the company’s and the group’s performance and financial position to be satisfactory and are pleased with the progress made.

Rents receivable of £3.262m were 1.7% lower due to two voids arising during the year. One of these - a warehouse in Ash Vale – has since been let at a rent some 50% higher than under the previous lease.

Overall, the value of the group’s investment property was 5.8% higher at £45.368m while shareholders’ funds increased by 4.5% to £46.514m.

A new revolving credit facility with Royal Bank of Scotland was completed to replace a previous term loan, providing the group with flexible and cost-effective funding to pursue attractive investment opportunities as they arise.

Since the year-end, a warehouse investment let to Wickes Building Supplies has been acquired in a prime Crawley location, continuing our long-term strategy of focusing on the industrial/logistics sector which now accounts for 75% of our portfolio by value.

Sadly, our fellow director Mike Hastings passed away during the year after a long illness. Mike joined the group in 1963 as an accountant and he will be fondly remembered.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Since the year end, a logistics investment property in Crawley was acquired for £4.25 million, before incidental costs. There are no other subsequent events that require disclosure or adjustments to the financial statements.

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 2

CROMWELL HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

This report was approved by the board on 9 December 2025 and signed on its behalf.

D C Bradley MRICS

Director

Page 3

CROMWELL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL HOLDINGS LIMITED

Opinion

We have audited the financial statements of Cromwell Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group and Company Statements of changes in equity 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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.

Conclusions relating to going concern

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.

Page 4

CROMWELL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL HOLDINGS LIMITED (CONTINUED)

Other information

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.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.

Page 5

CROMWELL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of finacial statements

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:

  i) Companies Act 2006.
  ii) FRS 102.
  iii) Tax legislation.
  iv) Employment legislation.

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing supporting evidence where applicable;

∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of noncompliance throughout the audit; and

∙As auditors of group companies we were able to cover the above matters at a group and component level and thereby ensure the audit team were aware of the above matters across all group companies.

Page 6

CROMWELL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL HOLDINGS LIMITED (CONTINUED)

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

∙Making enquiries of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and

∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

∙Management bias in the estimates and judgements made;

∙Management override of controls; and

∙Posting of unusual journals or transactions.

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.

Page 7

CROMWELL HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CROMWELL HOLDINGS LIMITED (CONTINUED)

Use of our report

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.

Elliot S J Arwas (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX

Date: 10 December 2025

Page 8

CROMWELL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

	2025	2024
Note	£000	£000


Turnover		3,262	3,320
Cost of sales		(71)	(87)
Gross profit		3,191	3,233
Administrative expenses		(1,430)	(1,176)
Operating profit		1,761	2,057
Investment income		17	14
Fair value movement in derivatives		(165)	(162)
Interest receivable and similar income		237	230
Interest payable and similar expenses		(531)	(524)
Fair value adjustments	3	2,129	347
Profit before taxation		3,448	1,962
Tax on profit		(886)	(689)
Profit for the financial year		2,562	1,273


Revaluation of tangible fixed assets	-	(7)
Other comprehensive income for the year	-	(7)
Total comprehensive income for the year	2,562	1,266

The notes on pages 17 to 36 form part of these financial statements.

Page 9

CROMWELL HOLDINGS LIMITED

REGISTERED NUMBER: 01708086

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	7		498		445
Investments	8		4,450		5,500
Investment property	9		45,368		42,883
			50,316		48,828
Current assets
Stocks	10	441		152
Debtors: amounts falling due after more than one year	11	240		308
Debtors: amounts falling due within one year	11	878		706
Current asset investments	12	416		313
Cash at bank and in hand	13	3,514		8,158
		5,489		9,637
Creditors: amounts falling due within one year	14	(2,182)		(10,592)
Net current assets/(liabilities)			3,307		(955)
Total assets less current liabilities			53,623		47,873
Creditors: amounts falling due after more than one year	15		(4,300)		(1,099)
Provisions for liabilities
Deferred taxation	18	(2,809)		(2,309)
			(2,809)		(2,309)
Net assets			46,514		44,465

Capital and reserves
Called up share capital	19	314	314
Fair value reserve	20	62	(41)
Revaluation reserve	20	103	103
Investment property revaluation reserve	20	10,790	9,216
Other reserves	20	1,854	1,854
Profit and loss account	20	33,391	33,019
		46,514	44,465

Page 10

CROMWELL HOLDINGS LIMITED

REGISTERED NUMBER: 01708086

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MARCH 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2025.

D C Bradley MRICS

Director

The notes on pages 17 to 36 form part of these financial statements.

Page 11

CROMWELL HOLDINGS LIMITED

REGISTERED NUMBER: 01708086

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

		2025		2024
Note		£000		£000

Fixed assets
Tangible assets	7		165		112
Investments	8		49,756		49,031
			49,921		49,143
Current assets
Debtors: amounts falling due within one year	11	8,970		3,312
Cash at bank and in hand	13	2,394		6,909
		11,364		10,221
Creditors: amounts falling due within one year	14	(14,735)		(14,776)
Net current liabilities			(3,371)		(4,555)
Total assets less current liabilities			46,550		44,588

Creditors: amounts falling due after more than one year	15		-		(100)
Provisions for liabilities
Deferred taxation	18	(36)		(23)
			(36)		(23)
Net assets			46,514		44,465

Capital and reserves
Called up share capital	19		314		314
Revaluation reserve	20		43,291		42,566
Profit and loss account brought forward		1,585		1,753
Profit for the year		2,562		1,266
Other changes in the Profit and loss account		(1,238)		(1,434)
Profit and loss account carried forward	20		2,909		1,585
			46,514		44,465

Page 12

CROMWELL HOLDINGS LIMITED

REGISTERED NUMBER: 01708086

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MARCH 2025

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 December 2025.

D C Bradley MRICS

Director

The notes on pages 17 to 36 form part of these financial statements.

Page 13


		CROMWELL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Fair value reserve	Investment property revaluation reserve	Revaluation reserve	Other reserves	Profit and loss account	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 April 2024	314	(41)	9,216	103	1,854	33,019	44,465
Comprehensive income for the year
Profit for the year	-	-	-	-	-	2,562	2,562
Other comprehensive income for the year	-	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	-	2,562	2,562
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	-	-	(513)	(513)
Transfer of fair value adjustments net of deferred tax	-	103	1,574	-	-	(1,677)	-
Total transactions with owners	-	103	1,574	-	-	(2,190)	(513)
At 31 March 2025	314	62	10,790	103	1,854	33,391	46,514

The notes on pages 17 to 36 form part of these financial statements.

Page 14


		CROMWELL HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

	Called up share capital	Fair value reserve	Investment property revaluation reserve	Revaluation reserve	Other reserves	Profit and loss account	Total equity
	£000	£000	£000	£000	£000	£000	£000
At 1 April 2023	314	(35)	9,148	110	1,854	32,328	43,719
Comprehensive income for the year
Profit for the year	-	-	-	-	-	1,273	1,273
Revaluation of freehold property	-	-	-	(7)	-	-	(7)
Other comprehensive income for the year	-	-	-	(7)	-	-	(7)
Total comprehensive income for the year	-	-	-	(7)	-	1,273	1,266
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	-	-	(520)	(520)
Transfer of fair value adjustments net of deferred tax	-	(6)	68	-	-	(62)	-
At 31 March 2024	314	(41)	9,216	103	1,854	33,019	44,465

The notes on pages 17 to 36 form part of these financial statements.

Page 15

CROMWELL HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 April 2024	314	42,566	1,585	44,465
Comprehensive income for the year
Profit for the year	-	-	2,562	2,562
Total comprehensive income for the year	-	-	2,562	2,562
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(513)	(513)
Gain on revaluation of investments	-	725	(725)	-
Total transactions with owners	-	725	(1,238)	(513)
At 31 March 2025	314	43,291	2,909	46,514

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 April 2023	314	41,652	1,753	43,719
Comprehensive income for the year
Profit for the year	-	-	1,266	1,266
Total comprehensive income for the year	-	-	1,266	1,266
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(520)	(520)
Gain on revaluation of investments	-	914	(914)	-
Total transactions with owners	-	914	(1,434)	(520)
At 31 March 2024	314	42,566	1,585	44,465

The notes on pages 17 to 36 form part of these financial statements.

Page 16

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Cromwell Holdings Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is 4 The Deans, Bridge Road, Bagshot, Surrey, GU19 5AT.

The company operates as a holding company. The company’s subsidiaries engage in property investment, property development and dealing in shares and securities.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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 comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the group 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 consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The financial statements have been prepared on a going concern basis notwithstanding that the company's Statement of financial position records net current liabilities of £3,371k (2024 - £4,555k).

The company owed a net £5,789k (2024 - £11,382k) to group companies. The directors of the group companies have provided an undertaking that they will not seek repayment of the loans until such time that the company has sufficient funds to do so and will continue to support the company for the foreseeable future, and specifically for a period not less than 12 months from the date of signing of these financial statements, such that the company will be able to meet its liabilities as they fall due. Furthermore investment properties within the group valued at £11,285k (2024 - £10,640k) remain uncharged at the reporting date.

The directors therefore consider the preparation of the financial statements on a going concern basis to be appropriate.

Page 17

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.4

Revenue

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. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Revenue represents rents receivable from investment properties, service charges and management charges. Revenue is recognised as it falls due, in accordance with the lease to which it relates. Any lease incentives are spread evenly across the period of the lease.

2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Depreciation is provided on the following bases:

Depreciation is provided on the following basis:

Leasehold improvement	-	10% per annum or over remainder of lease
Motor vehicles	-	25% reducing balance method
Office equipment	-	25% reducing balance method

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 the Statement of comprehensive income.

Page 18

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.6

Investment property

Investment properties are held to earn rentals or for capital appreciation, or both. Investment properties are initially measured at cost. At each Statement of financial position date, properties are measured at fair value with changes in fair value recognised in the Statement of comprehensive income.

2.7

Investments

Investments in subsidiary undertakings are included at directors’ valuation based on their underlying asset book values. The directors believe this policy is necessary for the financial statements to give a true and fair view of the company’s net assets when viewed in isolation.

The company has taken advantage of merger relief under Section 612 of the Companies Act 2006 when issuing shares to acquire over 90% of the equity of other companies and does not account for the share premium arising on the acquisition in such transactions.

Other fixed asset investments and investments held as current assets are stated at their fair values with the changes to their fair values going through the Statement of comprehensive income.

2.8

Stocks

Stocks 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.

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 the Statement of comprehensive income.

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

Financial instruments

The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised in the Statement of comprehensive income.

Page 19

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.11

Financial instruments (continued)

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the Statement of comprehensive income in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.13

Foreign currency translation

Functional and presentational currency

The group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each year end foreign currency monetary items are translated using the closing rate and exchange gains or losses are taken to the Statement of comprehensive income.

2.14

Finance costs

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.

2.15

Group interest

Group interest is charged at the discretion of the parent company at commercial rates.

2.16

Dividends

Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2.17

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.

Page 20

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.18

Pensions

Defined contribution pension plan

The group operates or contributes to a number of defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plans are held separately from the group in independently administered funds.

2.19

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

2.20

Borrowing costs

All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.

2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of comprehensive income in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

Page 21

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.22

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income, except that a change 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 Statement of financial position date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position 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;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 Statement of financial position date.

Page 22

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.23

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in the Statement of comprehensive income.

3.	Fair value adjustments
		2025	2024
		£000	£000


Current asset investments	103	(6)
Investment properties	2,026	353
	2,129	347

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	3	3	3	3
Other employees	7	9	7	9

	10	12	10	12

Page 23

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

5.	Directors' remuneration
		2025	2024
		£000	£000

Directors' emoluments	256	245
Group contributions to defined contribution pension schemes	19	19
	275	264

During the year, contributions were made in respect of 2 directors (2024 - 2) to two defined contribution pension schemes.

The highest paid director received remuneration of £175k (2024 - £168k).

The value of the contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9k (2024 - £8k).

6.	Dividends
		2025	2024
		£000	£000

	Dividends paid	513	520
		513	520

Dividends on ‘A’ Ordinary shares included amounts paid to the directors in the year as follows: £1k (2024 - £1k) to J P Hallam.

Dividends on Ordinary shares included amounts paid to the directors in the year as follows: £30k (2024 - £20k) to the estate of M S Hastings, £215k (2024 - £144k) to J P Hallam, and £15k (2024 - £10k) to D C Bradley.

Page 24

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

7.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold improvements	Motor vehicles	Office equipment	Total
	£000	£000	£000	£000	£000
Cost or valuation
At 1 April 2024	333	21	219	51	624
Additions	-	-	121	1	122
Disposals	-	-	(97)	(28)	(125)
At 31 March 2025	333	21	243	24	621
Depreciation
At 1 April 2024	-	11	122	46	179
Charge for the year	-	2	44	2	48
Disposals	-	-	(76)	(28)	(104)
At 31 March 2025	-	13	90	20	123
Net book value
At 31 March 2025	333	8	153	4	498
At 31 March 2024	333	10	97	5	445

If the freehold property had not been included at valuation it would have been included under the historical cost convention at a net book value of £232k (2024 - £232k).

Page 25

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

	Company

	Long-term leasehold improvements	Motor vehicles	Office equipment	Total
	£000	£000	£000	£000
Cost
At 1 April 2024	21	219	51	291
Additions	-	121	1	122
Disposals	-	(97)	(28)	(125)
At 31 March 2025	21	243	24	288
Depreciation
At 1 April 2024	11	122	46	179
Charge for the year	2	44	2	48
Disposals	-	(76)	(28)	(104)
At 31 March 2025	13	90	20	123
Net book value
At 31 March 2025	8	153	4	165
At 31 March 2024	10	97	5	112

Page 26

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

8.	Fixed asset investments
	Group

		Unlisted investments
		£000
	Valuation
	At 1 April 2024	5,500
	Disposals	(1,050)
	At 31 March 2025	4,450

	Net book value
	At 31 March 2025	4,450
	At 31 March 2024	5,500

Unlisted investments consists of 4,450,000 £1 non-cumulative preference shares in Stonplan Limited, a company under the control of a director. The shares were acquired in Cromwell Investments Limited at par in part settlement of amounts owed by Stonplan Limited.

During the year, 1,050,000 £1 non-cumulative preference shares in Stonplan Limited were disposed of for a consideration of £1,050,000.

Page 27

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

	Company

		Investments in subsidiary companies
		£000
	Valuation
	At 1 April 2024	49,031
	Revaluations	725
	At 31 March 2025	49,756

	Net book value
	At 31 March 2025	49,756
	At 31 March 2024	49,031


The following are subsidiary undertakings of the company. All subsidiaries are incorporated in England and Wales.
Company Name	%	Activity

Subsidiaries of Cromwell Holdings Limited: Cromwell (2003) Limited	100	Dormant holding company
Kempletyne Limited	100	Dormant holding company
Subsidiaries of Cromwell (2003) Limited: Blackfriars Securities (Brighton) Limited	100	Property investment
Cromwell (Egham) Limited	100	Property investment
Cromwell Investments (Richmond) Limited	100	Property investment
Cromwell (Wandsworth) Limited	100	Property investment
Greenfield Property Developments Limited	100	Property investment
Richmond Securities Limited	100	Dormant
Precious Metal Coin Company Limited	100	Property investment and dealing in shares and securities
Subsidiaries of Kempletyne Limited: A.T. Chown & Co. Limited	100	Dormant
Cromwell Investments Limited	100	Dormant holding company

Page 28

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

9.	Investment property
	Group

		Investment property
		£000
	Valuation
	At 1 April 2024	42,883
	Additions at cost	459
	Fair value changes	2,026
	At 31 March 2025	45,368

The group's investment properties were valued by an internal valuer, a chartered surveryor, on the basis of market value as at 31 March 2025, in accordance with the prevailing version of the R.I.C.S. "Red Book". The valuer's opinion of Market Value was primarily derived using comparable recent market transactions on arm's length terms.

A number of properties are used as security against certain borrowing and as such are subject to periodic external reviews and valuations. During the year, investment property with an aggregate value of £24.75m has been valued externally for Royal Bank of Scotland and these values inform and support the internal valuations at the balance sheet date.

Since the year-end, investment property with an aggregate value of £10.05m has been valued externally for Santander and these values inform and support the internal valuations at the balance sheet date.

10.	Stocks

		Group 2025	Group 2024
		£000	£000

Debentures held	441	152
	441	152

Page 29

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Due after more than one year
Other debtors	240	308	-	-
	240	308	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£000	£000	£000	£000

Due within one year
Trade debtors	159	28	-	-
Amounts owed by group undertakings	-	-	8,772	3,155
Other debtors	549	442	154	99
Prepayments and accrued income	170	71	44	58
Fair value of interest rate swaps	-	165	-	-
	878	706	8,970	3,312

12.	Current asset investments

		Group 2025	Group 2024
		£000	£000

Current asset investments	416	313
	416	313

Current asset investments are listed at fair values.

Page 30

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Cash at bank and in hand	3,514	8,158	2,394	6,909
	3,514	8,158	2,394	6,909

Included within group cash at bank and in hand are rent deposits amounting to £371k (2024 - £340k). These monies are held in trust on behalf of tenants and as a result are not available for use by the group, except in accordance with the terms of their respective rent deposit deeds.

14.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	-	8,542	-	-
Trade creditors	296	144	18	22
Amounts owed to group undertakings	-	-	14,561	14,537
Corporation tax	342	348	-	-
Other taxation and social security	128	184	115	175
Other creditors	724	622	-	-
Accruals and deferred income	692	752	41	42
	2,182	10,592	14,735	14,776

Included within other creditors are rent deposits amounting to £371k (2024 - £340k). These monies are held in trust on behalf of tenants and as a result are not available for use by the group, except in accordance with the terms of their respective rent deposit deeds.

15.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Bank loans	4,300	1,000	-	-
Other creditors	-	99	-	100
	4,300	1,099	-	100

Page 31

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£000	£000

Amounts falling due within one year
Bank loans	-	8,542
Amounts falling due 2-5 years
Bank loans	4,300	1,000

	4,300	9,542

Bank loans of £3,300k (2024 - £9,542k) are secured by:

(i) All of the properties held by Greenfield Property Developments Limited, all the properties held by Blackfriars Securities (Brighton) Limited and a number of the properties held by Cromwell (Egham) Limited.

(ii) Debentures incorporating a legal mortgage and fixed and floating charges over the properties and all the other assets of Greenfield Property Developments Limited and Blackfriars Securities (Brighton) Limited and Cromwell (Egham) Limited.

(iii) Additionally, Blackfriars Securities (Brighton) Limited and Cromwell (Egham) Limited are the guarantors of this loan.

Bank loans of £1,000k (2024 - £1,000k) are secured by:

i) A debenture comprising legal mortgages over three of the investment properties held by Cromwell Investments (Richmond) Limited.

Page 32

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

17.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000

Financial assets
Financial assets measured at fair value through profit or loss	416	478	-	-
Financial assets that are debt instruments measured at amortised cost	948	778	8,926	3,254
	1,364	1,256	8,926	3,254

	Financial liabilities
	Financial liabilities measured at amortised cost	5,320	10,407	14,579	14,659

Financial assets measured at fair value through profit or loss comprise current asset investments and the fair value of interest rate swaps.

Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors and amounts owed by group undertakings.

Financial liabilities measured at amortised cost comprise bank loans, trade creditors, other creditors, and amounts owed to group undertakings.

Page 33

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

18.	Deferred taxation
	Group

	2025	2024
	£000	£000

At beginning of year	2,309	2,028
Charged to the Statement of comprehensive income	500	281
At end of year	2,809	2,309

Company

	2025	2024
	£000	£000

At beginning of year	23	27
Charged/(credited) to the Statement of comprehensive income	13	(4)
At end of year	36	23

The provision for deferred taxation is made up as follows:
	Group	Group	Company	Company
	2025	2024	2025	2024
	£000	£000	£000	£000

Accelerated capital allowances	36	23	36	23
Potential capital gains tax	2,773	2,286	-	-
	2,809	2,309	36	23

Page 34

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

19.	Share capital
		2025	2024
		£000	£000

Allocated, called up and fully paid
2,135,000 A Ordinary shares of £0.10 each	214	214
1,000,000 Ordinary shares of £0.10 each	100	100
	314	314

The A Ordinary shares and Ordinary shares are separate classes of shares for the purpose of declaration of dividends. The shares rank pari passu in all other respects.

20.

Reserves

Revaluation reserve

The revaluation reserve reflects unrealised gains and losses on freehold property carried at valuation.

Investment property revaluation reserve

The investment property revaluation reserve reflects unrealised gains and losses on investment properties carried at fair value.

Other reserves

Other reserves represents a non distributable reserve arising on consolidation of group entities.

Fair value Reserve

The fair value reserves include unrealised gains and losses on revaluation of current asset investments.

Profit and loss account

Profit and loss account includes all current and prior year retained profits and losses.

21.	Contingent liabilities

The company provided a debenture to the Royal Bank of Scotland PLC comprising a fixed charge over all assets of the company.

22.	Pension commitments

There are five defined contribution schemes to which the company may contribute. The assets of the schemes are held separately from those of the company in independently administered funds. Contributions of £30k (2024 - £30k) were made by the company into the employee schemes during the year. Contributions totalling £Nil (2024 - £Nil) were payable into these schemes at the Statement of financial position date.

Page 35

CROMWELL HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

23.	Commitments under operating leases
	At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£000	£000	£000	£000


Not later than 1 year	31	31	31	31
Later than 1 year and not later than 5 years	124	124	124	124
Later than 5 years	232	263	232	263
	387	418	387	418

24.	Related party transactions
	The company has taken advantage of the exemption from disclosing transactions with group companies under FRS 102 on the grounds that they are wholly owned. Included within other debtors (2024 - other creditors) due within one year, are the following balances: £9k (2024 - £39k due to) due from L I A Birke, a shareholder.

25.	Post balance sheet events

26.	Controlling party

The company is controlled by Mr J P Hallam MBA MSc MA (Oxon), a director of the company.

Page 36