Lou Ware Limited 31/03/2025 iXBRL

Company registration number: 13726233

Lou Ware Limited

Filleted financial statements

For the year ended 31 March 2025

Lou Ware Limited

Contents

Statement of financial position

Statement of changes in equity

Notes to the financial statements

Lou Ware Limited

Statement of financial position

31 March 2025

Restated

			2025		2024
		Note	£	£	£	£

Fixed assets
Tangible assets		6	39,662,481		30,000,000
			__________		__________
				39,662,481		30,000,000

Current assets
Debtors:
	Amounts falling due after more than one year	7	16,842		-
	Amounts falling due within one year	7	4,919,768		447,748
Cash at bank and in hand			1,809,460		258,616
			__________		__________
			6,746,070		706,364
Creditors: amounts falling due
within one year		8	( 14,849,592)		( 22,744,069)
			__________		__________
Net current liabilities				( 8,103,522)		( 22,037,705)
				__________		__________
Total assets less current liabilities				31,558,959		7,962,295

Creditors: amounts falling due
after more than one year		9		( 26,449,876)		-

Provisions for liabilities		10		( 2,240,988)		( 2,262,687)

				__________		__________
Net assets				2,868,095		5,699,608
				__________		__________

Capital and reserves
Called up share capital		12		2,743,200		1,200
Revaluation reserve				11,036,444		10,727,820
Profit and loss account				( 10,911,549)		( 5,029,412)
				__________		__________
Shareholder's funds				2,868,095		5,699,608
				__________		__________

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 10 December 2025 , and are signed on behalf of the board by:

Mr Graham Edwards

Director

Company registration number: 13726233

Lou Ware Limited

Statement of changes in equity

For the year ended 31 March 2025

Restated Restated Restated

Called up share capital Revaluation reserve Profit and loss account Total

£ £ £ £

At 1 April 2023 1,200 - ( 42,731 ) ( 41,531 )

Profit for the year - - 5,741,139 5,741,139

_________ | __________ | __________ | _________ |

Total comprehensive income for the year - - 5,741,139 5,741,139

Reclassification of fair value adjustments to investment property net of taxation - 10,727,820 ( 10,727,820 ) -

_________ | __________ | __________ | _________ |

At 31 March 2024 and 1 April 2024 1,200 10,727,820 ( 5,029,412 ) 5,699,608

(Loss) for the year - - ( 5,573,513 ) ( 5,573,513 )

_________ | __________ | __________ | _________ |

Total comprehensive loss for the year - - (5,573,513) (5,573,513)

Reclassification of fair value adjustments to investment property net of taxation - 308,624 ( 308,624 ) -

Issue of preference shares 2,742,000 - - 2,742,000

_________ | __________ | __________ | _________ |

At 31 March 2025 2,743,200 11,036,444 (10,911,549) 2,868,095

_________ | __________ | __________ | _________ |

Lou Ware Limited

Notes to the financial statements

For the year ended 31 March 2025

1. General information

The company is a private company limited by shares, registered in England. The address of the registered office is Ort House, 147 Arlington Road, London, NW1 7ET.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Under FRS102 Section 1A, advantage has been taken of disclosure exemption available not to publish a cash flow statement. The preparation of financial statements in compliance with FRS102 Section 1A requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

In preparing these financial statements, the directors are required to make an assessment of the company's ability to continue as a going concern. The company's liquidity position at the balance sheet date is set out in notes 7 to 9 of the financial statements. At the balance sheet date, the company also owed an amount due to D & A (UK) Holdings Ltd within less than one year which was fully repaid in July 2025 (Note 13). The directors have prepared a cash flow forecast for the company which covers the 12 month period from the date of signing these financial statements and Lou Investments Ltd has provided written confirmation in respect of the period for at least 12 months from signing these financial statements that (i) it will provide such additional financial support as the company requires and (ii) it will not call for repayment of the amount due. At the balance sheet date, the company owed an amount due to Lou Investments Ltd due in less than one year and Lou Investments Limited has provided written confirmation that it will not call for repayment of the amount due for a period of at least 12 months from the date of signing of these financial statements. On the basis of these forecasts reflecting the funding being in place and the written confirmation provided by Lou Investments Limited, the directors have reasonable expectation that the company has adequate financial resources to continue in operational existence and to meet its obligations and liabilities as they fall due for at least 12 months from the date of approval of these financial statements. Accordingly, the company continues to adopt the going concern basis in preparing its financial statements.

3. Accounting policies (continued)

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Investment property

Investment property comprises freehold land and buildings. Investment properties are initially recognised at cost which comprises the purchase price and any directly attributable expenditure. Valuations are carried out at each reporting date to measure investment property at fair value. Any gain or loss is calculated by reference to the fair value at the last reporting date and is recognised in the Statement of Comprehensive Income.Subsequent expenditure is included in the investment properties carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the Statement of Comprehensive Income during the year in which they are incurred.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.

3. Accounting policies (continued)

Share capital

Ordinary Shares and Preference Shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Revaluation Reserve

The revaluation reserve represents the difference between the acquisition cost and carrying (fair) value of investment property net of taxation that would arise should the property be disposed at its carrying value at the balance sheet date. These reserves represent unrealised amounts and are non- distributable. The company maintains such reserves in order to differentiate between distributable and non-distributable reserves.

3. Accounting policies (continued)

Financial instruments

Financial AssetsBasic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.Such assets are subsequently carried at amortised cost using the effective interest method.At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.Financial LiabilitiesBasic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Derivatives

Derivatives, including interest rate swaps, are not basic financial instruments. The company has entered into an interest rate cap agreement to manage its exposure to interest rate cash flow risk on its variable rate loan and set a pre-determined cap on its variable interest rate.The interest rate cap instrument is initially measured at acquisition cost and is subsequently remeasured at fair vaue and recognised as an asset or liability at each reporting date. Changes in fair value of the instrument are written off to the Profit and Loss account.

4. Significant accounting judgements, estimates and assumptions

The preparation of financial statements requires management to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. Inherent uncertainty about these assumptions and estimates could result in differing outcomes when assets are realised or when liabilities are settled. Judgements In applying the Company's accounting policies, management has made the following judgements which have the most significant effect on the amounts recognised in the financial statements: Preference shares Management applied judgement adopting an accounting policy to classify preference shares as equity. Impairments of debtors Management considers external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability to judge whether there is an indicator of impairment of an asset. A provision for impairment or non-recoverability of a debtor is recognised / (reversed) where evidence indicates to management that the asset's recoverable amount is less than its carrying amount / (greater than its previously impaired carrying amount). Estimates Fair valuation of investment property The fair value of investment property is the directors' opinion of the estimated amount for which a property could exchange under an arm's length transaction at the Company's financial year end date. The directors, in forming their opinion, make a series of assumptions, which are typically market related such as investment yields and expected rental values, which are based on the directors' professional judgement, experience and market knowledge provided by external estate agents. There is an inherent degree of estimation uncertainty present in property valuations such that the net proceeds receivable on the future disposal of a property to a third party under an arm's length transaction within the next financial year may differ from the carrying amounts of properties presented

5. Employee numbers

The average number of persons employed by the company during the year amounted to Nil (2024: Nil).

6. Tangible assets

		Investment property
		£
	Cost or valuation
	At 1 April 2024	30,000,000
	Additions	9,375,557
	Fair value movement	286,924
		__________
	At 31 March 2025	39,662,481
		__________

Investment property has been pledged as security for borrowings of the company.

7. Debtors

Debtors falling due within one year are as follows:

	2025	2024
	£	£
Deposits held with property development contractor	3,768,748	-
Deposits held with property managing agents	4,051,827	150,365
Prepayments	109,075	91,483
Other debtors	758,866	205,900
	__________	__________
	8,688,516	447,748
	__________	__________

Debtors falling due after one year are as follows:

	2025	2024
	£	£
Fair value of rate cap derivative	16,842	-
	__________	__________

8. Creditors: amounts falling due within one year

	2025	2024
	£	£
Bank loans and overdrafts	-	14,767,268
Trade creditors	605,029	652,255
Amounts owed to group company	1,762,752	5,622,246
Accruals	3,674,843	1,702,300
Other loans	8,806,968	-
	__________	__________
	14,849,592	22,744,069
	__________	__________

Amounts due to group company comprise unsecured loans bearing interest at 14% per annum and are repayable on demand. Other loans comprising unsecured loans bearing interest at 12% per annum were repaid on 11 July 2025.

9. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Bank loans and overdrafts	12,936,479	-
Amounts owed to group company	13,513,397	-
	__________	__________
	26,449,876	-
	__________	__________

The bank loan at 31 March 2025 comprised a £43.6m development loan facility provided by Heritage Square Limited on 13 December 2024 which is drawn as redevelopment work on the property progresses and is secured against the company's investment property.The development loan facility bears interest at a margin rate of 4.75% per annum above the daily overnight average SONIA rate and has a termination date of 13 December 2026.The company has hedged its variable interest rate risk by entering in to an interest rate cap agreement with a an strike rate of 5.4% per annum.

10. Provisions

Restated

		Deferred tax
		£
	At 1 April 2024	2,262,687
	Charges against provisions	( 21,699)
		_________
	At 31 March 2025	2,240,988
		_________

11. Prior period errors

Impacts on Statement of

Comprehensive Income for the As previously

year ended 31 March 2024 reported Adjustments As restated

£ £ £

Tax on profit/(loss) (3,247,627) 984,940 2,262,687

Net loss and Total comprehensive (loss)/income 4,756,199 984,940 5,741,139

__________ __________ __________

Impacts on Statement of As previously

Financial Position at 31 March 2024 reported Adjustments As restated

£ £ £

Provision for liabilities (3,247,627) 984,940 (2,262,687)

Net assets/(liabilities) 4,714,668 984,940 5,699,608

__________ __________ __________

Revaluation reserve 9,742,880 984,940 10,727,820

Total equity 4,714,668 984,940 5,699,608

__________ __________ __________

The company has made a prior year adjustment to align its deferred tax liability provided for in its financial statements at 31 March 2024 to its final tax computations filed with HMRC. The financial effects of this restatement are set out in the table above.

12. Called up share capital

Issued, called up and fully paid

	2025		2024
	No	£	No	£
A Ordinary Shares of £ 1.00 each	1,100	1,100	1,100	1,100
B Ordinary Shares of £ 1.00 each	100	100	100	100
Preference Shares of £ 1.00 each	2,742,000	2,742,000	-	-
	_________	_________	_________	_________
	2,743,200	2,743,200	1,200	1,200
	_________	_________	_________	_________

13. Events after the end of the reporting period

On 11 July 2025, the company refinanced and repaid a loan liability of £9.09m due to D & A (UK) Holdings Limited by way of a further issue of equity preference share capital to that lender.

14. Summary audit opinion

The auditor's report dated 12 December 2025 was unqualified.

The senior statutory auditor was Daniel Foster for and on behalf of BDO LLP

15. Related party transactions

The company has taken advantage of the exemption conferred by FRS102 Section 1AC.35, not to disclose transactions with wholly owned group companies.The smallest and largest group in which the results of the company are consolidated is Montoya Investments Limited whose registered address is Luna Tower, Road Town, Tortola, British Virgin Islands.

16. Controlling party

The company's ultimate parent company is Montoya Investments Limited which is registered in the British Virgin Islands. Graham Edwards is the ultimate controlling party.