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Company registration number: 10537368 Hadley Property Group Holdings Limited Unaudited Financial statements Information for filing with the registrar For the Year Ended 31 December 2024 Coveney Nicholls Limited Chartered Accountants & Statutory Auditor The Old Wheel House 31/37 Church Street Reigate Surrey UK RH2 0AD
Hadley Property Group Holdings Limited Registered number:10537368
Statement of Financial Position As at 31 December 2024
| 2024 | 2023
Note | £ | £
Fixed assets |  |  |
Intangible assets | 5 | 1,000 | 1,000
Investments | 6 | 427 | 322
|  | 1,427 | 1,322
Current assets |  |  |
Debtors: amounts falling due within one year | 7 | 7,568,622 | 2,240,334
Cash at bank and in hand |  | 1,339 | 1,685
|  | 7,569,961 | 2,242,019
Creditors: amounts falling due within one year | 8 | (7,598,687) | (1,849,995)
Net current (liabilities)/assets |  | (28,726) | 392,024
Total assets less current liabilities |  | (27,299) | 393,346
Net (liabilities)/assets |  | (27,299) | 393,346
Capital and reserves |  |  |
Called up share capital |  | 100 | 100
Profit and loss account |  | (27,399) | 393,246
|  | (27,299) | 393,346
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Hadley Property Group Holdings Limited Registered number:10537368
Statement of Financial Position (continued) As at 31 December 2024 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. 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 delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income 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 on 7 January 2026.
B D Higgins
Director
The notes on pages 3 to 9 form part of these financial statements. Page 2
Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
1. | General information
The Company is a private company limited by shares, registered in England and Wales. The address of the registered office is Fourth Floor Shand House, 14-20 Shand Street, London, SE1 2ES, England. The principal activity of the Company is that of a holding company. 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 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 following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
| 2.3 | Going concern
To date the company has been funded by loans from its parent company's shareholders, who remain committed to the company's long-term future. The majority of the outstanding loans were repaid in August 2025 (as further disclosed in note 10) and the Shareholders are currently in the process of extending their shareholder loans for a period of at least a further 12 months, as has been the case in previous years. The company regularly updates its financial projections and makes allowance for forecasted market conditions. In preparing the current projections: the directors have considered what they believe to be a reasonably likely scenario, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
| 2.4 | Finance costs
Finance costs are charged to profit or loss 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.
| 2.5 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 3
Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.6 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date.
| 2.7 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.9 | Associates and joint ventures
Associates and Joint Ventures are held at cost less impairment. Page 4
Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.10 | 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.
| 2.11 | 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.
| 2.12 | 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.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
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. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements concerns the recoverability of the loan advanced to the Company's associate. At the year end, the amount oustanding and included in debtors is £6,730,000. Its recoverability is ultimately dependent on the the underlying property development it was used to finance being profitable or itself being refinanced. Management have reviewed this and based on the full repayment received in August 2025 they do not believe there to be any indicators of an impairment of this loan balance and no impairment has been recorded. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Management do not believe there to be any 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.
4. | Employees
| The average monthly number of employees, including directors, during the year was 0 (2023 - 0).
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Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
5. | Intangible assets
|  | Trademarks
|  | £
| Cost |
| At 1 January 2024 | 1,000
| At 31 December 2024 | 1,000
| Net book value |
| At 31 December 2024 | 1,000
| At 31 December 2023 | 1,000
6. | Fixed asset investments
|  | Investments in subsidiary companies | Investments in associates | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | 309 | 13 | 322
| Additions | 205 | - | 205
| Disposals | (100) | - | (100)
| At 31 December 2024 | 414 | 13 | 427
| Net book value |  |  |
| At 31 December 2024 | 414 | 13 | 427
| At 31 December 2023 | 309 | 13 | 322
Page 6
Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| NBP Resources Limited | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| Hadley Garrick One Limited | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| Hadley Blackwall Limited | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| Hadley Stratford Developments Limited | Same as Company | Ordinary | 100%
| Hadley DM Services Limited | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| Hadley LLW Limited* | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| Stratford Two Limited | Same as Company | Ordinary | 100%
| Brentside Developments Limited | Same as Company | Ordinary | 100%
| Hadley Garrick Two Limited | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| Chelsea Island Developments Limited | 843 Finchley Road, London, United Kingdom, NW11 8NA | Ordinary | 100%
| GWR OPS Limited* | Same as Company | Ordinary | 100%
| Hadley Lighthouse Limited | Same as Company | Ordinary | 100%
| *denotes subsidiary held indirectly by the Company.
7. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | - | 57,130
| Amounts owed by group undertakings | 685,071 | 451,028
| Amounts owed by joint ventures and associated undertakings | 6,730,000 | 1,729,987
| Other debtors | 100 | 100
| Deferred taxation | 153,451 | 2,089
|  | 7,568,622 | 2,240,334
| Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
Page 7
Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loans | 7,342,217 | 1,768,487
| Trade creditors | 234,043 | 59,199
| Amounts owed to group undertakings | 414 | 309
| Amounts owed to associates | 13 | -
| Other taxation and social security | 15,000 | 15,000
| Other creditors | 1,000 | 1,000
| Accruals and deferred income | 6,000 | 6,000
|  | 7,598,687 | 1,849,995
| The following liabilities were secured:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loans | 7,342,217 | 1,768,487
|  | 7,342,217 | 1,768,487
| Details of security provided:
The other loans, comprising £6,730,000 (2023: £1,730,000) principal and £612,217 (2023: £38,487) accrued interest, are secured against the Company's investment in and loans to its associate.
9. | Related party transactions
| The Company has taken advantage of the exemption offered by FRS 102 from disclosing transactions and balances with its wholly owned subsidiaries. Shareholder loan During the year the Company was advanced a loan of £5,000,000 (2023: £1,730,000) by Invisible Ring Ltd, a shareholder in the Company. The loan attracts interest of 14% per annum, which totalled £573,730 (2023: £38,487) during the year. The total balance outstanding at the period end was £7,342,217 (2023: £1,768,487), and has a final repayment date of 31 December 2024. Loan to associate During the year the Company advanced a loan of £5,000,000 (2023: £1,729,487) to Great Western Road Holding Company Limited, a company in which it has a 33% shareholding. The loan is interest free and repayable upon the sale of a property which the loan was used to finance the purchase of. At the year end, a balance of £6,730,000 (2023: £1,729,487) was outstanding.
Page 8
Hadley Property Group Holdings Limited
Notes to the Financial Statements For the Year Ended 31 December 2024
10. | Post balance sheet events
In August 2025, the Company sold its investment in its associate to Invisible Ring Ltd for its book value. As part of this transaction, the loan receivable of £6,730,000 from the associate was assigned to Invisible Ring Ltd and offset against the loan payable to Invisible Ring Ltd, leaving only the accrued interest outstanding.
Page 9