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Registered number: 04541136 (England & Wales)
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DIRECTORS' REPORT AND FINANCIAL STATEMENTS
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FOR THE YEAR ENDED
31 MARCH 2025
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Pages for Filing with Registrar
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CONTENTS
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Notes to the Financial Statements
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COMPANY INFORMATION
- 1 -
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Registered number: 04541136 (England & Wales)
FIRST BASE LIMITED
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BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Investment revaluation reserve
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Capital redemption reserve
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- 2 -
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Registered number: 04541136 (England & Wales)
FIRST BASE LIMITED
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BALANCE SHEET (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 and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been prepared and 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 Profit and Loss Account in accordance with 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 by:
The notes on pages 4 to 12 form part of these financial statements.
- 3 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
First Base Limited is a private company limited by share capital, incorporated in England and Wales, registered number 04541136. The address of the registered office is 40 Queen Anne Street, London, W1G 9EL and its principal place of business is 91 Wimpole Street, London, W1G 0EF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company is the parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the company as an individual undertaking and not about its group.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis, the applicability is based upon the financial resources that the directors consider likely to be required during the twelve months following the approval of the financial statements, especially as the financial statements show net current liabilities. The directors have prepared detailed cash flow forecasts looking at the cash requirement of the business through to March 2027. These have formed the basis of a formal loan agreement with three of the director shareholders to provide the funds required. This agreement was signed in March 2025 and the first drawdown was made that month. Subsequent drawdowns have been made since the year end as required. In addition there is a funding requirement that falls to just the major shareholder. The directors have therefore secured a letter of support covering at least the twelve months from the date of signing these financial statements from the major shareholder confirming their commitment to provide funds as required to enable the company to settle liabilities as they fall due.
The directors have been prudent in their requirement forecasting in that they have not anticipated any income from either of the company's unlisted investments, which have in early 2025 resumed making distributions to their shareholders, or a sum from a previous project, following revised planning consent, that would significantly exceed all the funding requirements forecast.
The formal loan agreement and the letter of support from the major shareholder have provided the directors with the confidence required to prepare these financial statements on a going concern basis.
- 4 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
Rendering of services
Turnover 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 turnover can be measured reliably;
∙it is probable that the company 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.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to the Profit and Loss Account on a straight-line basis over the lease term.
- 5 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account 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.
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, using the straight-line method.
Depreciation is provided on the following basis:
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 Profit and Loss Account.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted company shares are carried at the directors' assessment of fair value and reviewed on an annual basis. Any movements are taken to the Investment Revaluation Reserve.
Loans to subsidiaries are carried at cost less accumulated impairment.
- 6 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Short-term debtors are measured at the 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.
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Cash and cash equivalents
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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.
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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are addressed below.
(i) Valuation of unlisted investments
In applying the company's accounting policy, the unlisted investments are held at fair value in the financial statements. The primary source of evidence for the valuation is a valuation report provided by reputable third party valuers. The directors have then applied assessed discounts to market value and for holding a minority interest to reach a final valuation for the financial statements. An adjustment to any of the assumptions and discounts could lead to a material change in the valuation of unlisted investments both up or down. There is a significant judgment as to the indicators of the valuation of unlisted investments as they are based upon assumptions which may prove to be inaccurate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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The average monthly number of employees, including directors, during the year was 5 (2024 - 5).
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- 8 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Investments in subsidiary companies
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The unlisted investments have a historic cost of £536 (2024 - £536). They were revalued when the company adopted FRS 102 for the first time in the year ended 31 March 2017, resulting in an increase in value of £3,167,147. The gain was taken to the Investment revaluation reserve less deferred tax. A net balance of £2,565,389. The directors consider the valuation each year based upon a valuation report provided by reputable third party valuers but no change has been made to the valuation since 2017.
- 9 -
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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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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Creditors: amounts falling due after more than one year
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In 2021 the company obtained a £50,000 Coronavirus Bounce Back Loan which is guaranteed by the government. Interest is charged at 2.5% per annum and is repayable over six years with no repayment in the first year. During the year the directors decided to repay the loan in full.
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- 10 -
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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At beginning of year and at end of year
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The provision for deferred taxation is made up as follows:
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On potential capital gains on realisation of unlisted investments
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The company operates a defined contributions scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £14,320 (2024 - £14,320). Contributions totalling £17,385 (2024 - £4,785) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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During the year the company incurred cost of sales of £820,162 (2024 - £1,246,247) from Socius Development Limited, the company that bought out various contracts and overheads during 2022 and in which some of the directors of First Base Limited have a controlling interest. At the year end the company owed Socius Development Limited £24,000 (2024 - £112,252).
During the year the company received funding from Kempal Homes Limited of £218,977 (2024 - £770,009), and repaid £1,070,009 (2024 - £nil) a company in which the main shareholder of First Base Limited has a significant shareholding. The balance owed by the company at 31 March 2025 was £218,977 (2024 - £1,070,009).
During the year the company received £1,048 (2024 - paid £9,325) for giving (2024 - receiving) group relief to some of its subsidiary undertakings to reduce their corporation tax liabilities. At the year end £144,203 (2024 - £137,371) is within "Amounts owed by group undertakings" in Debtors.
During the year the company provided funding of £78,325 (2024 - £325,000) to one of its subsidiary undertakings. The balance at 31 March 2025 was £303,000 (2024 - £271,679). The directors have considered that a further provision is required against this balance of £78,325 (2024 - £224,675) as it relates to funding for legal costs in relation to fire safety/cladding remediation works, the outcome of which is uncertain and likely to be protracted. This results in a net balance of £nil (2024 - £47,004). This together with the above is disclosed within "Amounts owed by group undertakings" in Debtors.
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The ultimate controlling party is Elliot Lipton.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The auditors' report on the financial statements for the year ended 31 March 2025 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to notes 3 and 8 of the financial statements relating to the valuation of unlisted investments, totalling £3,167,683 (2024 - £3,167,683). Of this total £3,167,417 (2024 - £3,167,417) is held at fair value with the uplift in fair value less deferred tax of £2,565,389 (2024 - £2,565,389) recognised in the investment revaluation reserve. Note 3 describes the estimation uncertainty around the fair value of the unlisted investment as at 31 March 2025. Our opinion is not modified in this respect.
In their report, the auditors included a material uncertainty in relation to going concern, drawing attention to note 2.2 in the financial statements without modifying their opinion.
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The audit report was signed on 18 December 2025 by Andrew Moss (Senior Statutory Auditor) on behalf of Lewis Golden LLP.
- 12 -
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