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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

PLJ Chelsea Limited is a private company limited by shares incorporated in England and Wales. The registered office address is 843 Finchley Road, London, England, NW11 8NA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company balance sheet is disclosing net liabilities of £true82m which is supported by the subordinated intercompany loans of £122.7m referred to in note 6 to the financial statements. These intercompany loans are supported by the ultimate shareholders through the holding company structure.

It is not expected that these loans will be repayable in full due to the extent of the net liabilities referred to above. The shareholders are aware of this fact but consider that the extent of repayments can be maximised by continuing to trade as a going concern while the remaining units are sold.

This process is expected to take at least 12 months from the date of approval of these accounts. Accordingly the shareholders do not intend to call for repayment of those on demand loans in the event that the bank loans are repaid, except to extent surplus funds are available for partial repayment.

Consequently, the accounts are prepared on a going concern basis despite the balance sheet position.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Sales of completed units

Revenue from the sale of completed units is recognised at the point the contract for sales unconditionally completes. any reservation or exchange deposits are recognised in other creditors until that point.

Aborted transactions

Revenue arising from the forfeiture of reservation or exchange deposits as a result of buyers reneging on a transaction is recognised at the point the deposit is legally forfeited. Until that point such deposits are recognised in other creditors.

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

All costs directly attributable to the development of a real estate asset, including loan interest, have been capitalised and included in stock.

In respect of real estate purchase transactions, the property is recognised as stock on completion of contracts for purchase.

In respect of real estate sale transactions, revenue is recognised in the profit and loss on completion of contracts for sale. Any deposit received on exchange of contracts is recognised in creditors until completion of sales.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

When the company acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the company allocates the consideration in the contract to the two elements.

Lease income is recognised in profit or loss on straight line basis over the lease term. The aggregate cost of lease incentives are recognised as a reduction to income over the lease term on straight-line basis. Costs, including depreciation, incurred in earning the lease income are recognised as an expense. Any initial direct costs incurred in negotiating and arranging the operating lease are added to the carrying amount of the lease and recognised as an expense over the lease term on the same basis as the lease income.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The directors have not had to make any significant judgements in preparing the financial statements.

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year concerns the valuation of the London property development which forms the inventory included the company's assets at the reporting date.

The property development was completed in December 2018. It had become clear to the directors that due to cost overruns and negative movements in the high end London property market that at that point the capitalised cost of the development was likely to exceed its net realisable value and was therefore likely to be impaired. A professional valuation was sought in October 2018 and an impairment of £23,163,943 was recorded at 31 December 2018. As part of a refinancing process with the company's third party lender, DB Bank UK Limited, CBRE were engaged to undertake a second professional valuation of the development during 2020.

The unsold units were valued at £87,850,000 in October 2020. Once adjusted for actual outcomes on subsequent sales, the value of the inventory at 31 December 2020 was assessed to be £88,750,950 and an impairment charge of £3,590,441 was recorded to write the inventory down to that value as at 31 December 2020.

During 2024 and in 2024/25 through to the reporting date, it has generally been observed that units are selling at prices above the October 2020 CBRE valuation. As part of the refinancing, external valuers refreshed the December 2024 valuation. The external valuation did not determine a total value of the property included in inventory below the carrying value and therefore a further impairment is deemed not required in the accounts. Management do not therefore believe there to be any indication of a further impairment at 31 December 2024. Cumulative impairment charges recorded to date amount to £27m.

Given the nature of this estimate, it is likely the actual outcome will not equal this cumulative impairment estimate. There is therefore a risk that the actual value of the inventory may be higher or lower than the £49m recorded in the company's current assets at the year end.

The average monthly number of persons (including directors) employed by the company during the year was:

Included in debtors falling due within one year is an amount of £133,228 (2023: £133,228) owed by group undertakings.

Bank loan

In December 2024 the refinancing of the bank debt in current liabilities was completed. The new bank facility was for a facility of a maximum of £18.5m or 30% loan to value, whichever is lower. It is attracting interest of 1.75% plus SONIA and is repayable on the earlier of 01 January 2025 or on the receipt of a demand form the lender.

The balance owing at the year end is £9.4m.

It is secured by the freehold property included in stocks and is also subject to guarantees provided by the ultimate shareholders as disclosed in the related party transactions note to the financial statements.

Amounts owed group undertakings

Included in amounts owed to group undertakings is loan principal of £122,702,021 (2023: £112,601,844) which attracts interest at 12% p.a. Accrued interest is rolled up into the principal on 1 January each year. The loan is repayable on demand, subject to the condition it is subordinated to the bank loan. Included in year end balance is accrued interest for the year of £10,100,177 (2023: £9,018,015).

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Disclaimer of opinion on financial statements

We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the Bases for Disclaimer of Opinion section of our report. We have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

The company incurred legal and professional fees of £49k mainly relating to the solicitors' fees in selling the properties in the year We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company incurred void costs of £581k mainly relating to the property costs of the properties that remained unsold in the year We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company has sundry income receivable of £860k in the year relating to monies received on an investment with money market. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company has rent receivable of £62k in the year relating to ground rent receivable on the freehold properties it still owns. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company incurs interest payable from a loan it has received from one of its shareholders for which it has incurred £10m in an interest charge for the year. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company has a stock value of £49m at the year end which relates to the value of the properties still held at the year end date. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company provided a loan to a related company in previous years and so has a debtor balance (£976k) in the balance sheet relating to this. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company has accrued costs at the year end of £384k in the balance sheet relating to this. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the profit and loss account, the balance sheet and the statement of changes in equity.

The company sold its shares for a premium in previous years and so there is a balance in the reserves (£3.3m) in the balance sheet relating to this. We were not able to obtain sufficient appropriate audit evidence on this balance. The elements that are affected by this balance are the balance sheet and the statement of changes in equity.

In respect solely of the limitation on our work relating to what has been described above in the disclaimer of opinion paragraph:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records had been maintained.

• we were unable to determine whether the financial statements are in agreement with the accounting records and returns.

• we have not received all the information and explanations we require for our audit.

DB UK Bank Limited hold a fixed and floating charge over the company's assets in respect of the bank borrowings presented in current liabilities. The balance of these borrowings at the year end amounted to £9,400,000.

The ultimate parent company, PLJ Mezz Holdco UK Ltd, was jointly owned by PLJ Chelsea S.a.r.I and Golden Line S.A throughout the current year. The ultimate controlling parties are considered to be Mr Sai Hong Yeung and Mr Elliot Aintabi.

The company has taken advantage of the exemption offered by FRS102 from disclosing transactions with other wholly owned subsidiaries of PLJ Mezz Holdco UK Ltd.

The company is also owed £12,000 (2023 - £12,000) by the shareholders of PLJ Chelsea S.a.r.l. in respect of expenses incurred on their behalf at the outset of the development.

During the year, the company was charged £Nil (2023: £185,837) by Chelsea Island Developments Limited. A balance of £976,030 (2023 - £472,306) was due from Chelsea Island Developments Limited at the year end. A significant shareholder in PLJ Chelsea Sarl has an indirect significant interest in Chelsea Island Developments Limited.

Alvarium RE Limited, has incurred expenditure totalling £NIL (2023 - £NIL) on behalf of the group. A balance of £3,365 (2023 - £3,365) is included in other creditors at the year end. A significant shareholder in PLJ Chelsea Sarl has an indirect significant interest in AITi RE Limited (formerly: Alvarium RE Limited).