Company registration number 13137787 (England and Wales)
BASILIDES (DSW) LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 31 MARCH 2025
BASILIDES (DSW) LIMITED
COMPANY INFORMATION
Directors
Bee Leng Chan
Philip Edward Johnson
Mark Jian Wei Lee
Hoong Mun Yip
Paul Grashei
Yvonne Niap May Foong
Company number
13137787
Registered office
Suite 5, 7th Floor
50 Broadway
London
United Kingdom
SW1H 0DB
Independent Auditor
Ernst & Young LLP
Liberation House
Castle Street
St Helier
Jersey
JE1 EY
BASILIDES (DSW) LIMITED
CONTENTS
Page
Directors' Report
1 - 2
Directors' Responsibilities Statement
3
Independent Auditor's Report
4 - 6
Profit or Loss Account
7
Statement of Financial Position
8
Statement of Changes In Equity
9
Statement of Cash Flows
10
Notes to the Financial Statements
11 - 24
BASILIDES (DSW) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

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

Principal activities

The principal activity of the C ompany for the period under review i s property investment and the provision of rental services.

Dividends

No dividend was declared and paid during the year (2024: £Nil).

Directors

The directors who held office during the year and up to the date of approving of the financial statements were as follows:

Bee Leng Chan
Philip Edward Johnson
Mark Jian Wei Lee
Hoong Mun Yip
Paul Grashei
Yvonne Niap May Foong

Going concern

The Company reported a total comprehensive profit of £2,617,876 (2024: £5,156,580) for the year ended 31 March 2025 and had net assets of £18,740,212 (2024: £16,122,336) and net current assets of £508,882 2024: £78,796) as at that date.

A significant proportion of the Company's current and non-current liabilities comprises shareholder loans and accrued interest due to group undertakings of £900,538 (2024: 4,000,000) and £1,356,074 (2024: £1,160,388), respectively. These balances are unsecured and repayable only at the Company's discretion when cash flows permit. The Company has obtained written assurances from the relevant group undertakings that these amounts will not be called for repayment for at least twelve months from the date of approval of these financial statements and, thereafter, only to the extent that the Company has sufficient resources to settle them.

The Company generated net cash inflows from operations of £1,158,935 during the year. The Company is a party to a joint term loan facility maturing on 6 July 2026, secured over the Group's investment properties and those of its affiliates. The facility includes an option to extend the maturity by one year. The directors have c ommenced engagement with the lender in advance of the extension window and, based on discussions to date, have a reasonable expectation that the necessary refinancing or extension will be obtained in due course.

The directors have considered the Company's financial position, performance and forecast cash flows, including its access to refinancing. Based on this assessment, the directors conclude that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Events after the reporting date

There were no events since the balance sheet date which materially affected the company.

Independent Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and Ernst & Young LLP will therefore continue in office.

BASILIDES (DSW) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Statement of disclosure to auditor

The directors in office at the date of approving the financial statements confirm that:

- so far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware, and

- the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

Special provisions relating to small companies

This report has been prepared in accordance with the special provisions applicable to companies subject to the small companies regime within part 15 of the Companies Act 2006. The Company has taken exemption from the pre sentation of a strategic report under S414 of the Companies Act 2006.

On behalf of the board
Bee Leng Chan
Director
23 December 2025
BASILIDES (DSW) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

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

Compan ies Act 2006 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 'The Financial Reporting Standards applicable in the UK and Republic of Ireland').

Under C ompany 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 C ompany and of the profit or loss of the C ompany for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the C ompany 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors confirm that they have complied with these requirements when preparing the financial statements.

BASILIDES (DSW) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BASILIDES (DSW) LIMITED
- 4 -
Opinion

We have audited the financial statements of Basilides (DSW) Limited (the "Company") for the year ended 31 March 202 5 which comprise the Profit or Loss Account, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes 1 to 20, 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 FRS 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 C ompany's affairs as at 31 March 2025 and of its results for the year then ended;

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

- have been properly 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements, including the UK FRC’s Ethical Standard, and the provisions available for small entities, in the circumstances set out in N ote 1 to the financial statements, 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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statement 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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 this 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 the other information, we are required to report that fact.

We have nothing to report in this regard.

BASILIDES (DSW) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BASILIDES (DSW) LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the directors' r eport 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 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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.

- 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 strategic report.

Responsibilities of directors

As explained more fully in the D irectors’ R esponsibilities S tatement set out on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

BASILIDES (DSW) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BASILIDES (DSW) LIMITED
- 6 -

Auditor's responsibilities for the audit of the financial 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 auditor’s 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 financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company and management.

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006 and the United Kingdom Accounting Standards, including FRS 102, ''The Financial Reporting Standard applicable in the UK and Republic of Ireland''.

- We understood how the Company is complying with those frameworks by making enquiries of management to understand how the Company maintains and communicates its policies and procedures in those areas. We also reviewed the minutes of meetings of the Board.

- We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by considering the risk of management override as a key fraud risk. We performed procedures to support this assessment, including discussions with management to understand areas they considered susceptible to fraud, and identifying account balances involving significant judgement or subjectivity; and

- Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved inquiries of management and those charged with governance, journal entries testing with a focus on manual journals and journals indicating large or unusual transactions based on our understanding of the business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 auditor's 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.

Jonathan Atkey-Smith, FCCA (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Jersey, Channel Islands
23 December 2025
BASILIDES (DSW) LIMITED
PROFIT OR LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
Year
Year
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Revenue
3
2,735,533
2,221,719
Cost of sales
4
(994,137)
(884,087)
Gross profit
1,741,396
1,337,632
Administrative expenses
5
(86,137)
(114,166)
Fair value gain on investment property
10
3,665,000
7,425,000
Operating profit
5,320,259
8,648,466
Finance income
6
11,682
84
Finance cost
6
(1,797,815)
(1,631,130)
Profit before taxation
3,534,126
7,017,420
Taxation
7
(916,250)
(1,860,840)
Profit for the financial year
2,617,876
5,156,580

All amounts relate to continuing activities. There are no recognised gains or losses other than the results for the year.

The notes on pages 11 to 24 form an integral part of these financial statements.

BASILIDES (DSW) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
31 March 2025
- 8 -
2025
2024
Notes
£
£
£
£
Non-current asset
Investment property
10
46,830,000
43,165,000
Current assets
Receivables and prepayments
11
1,363,305
1,008,600
Current tax recoverable
84,264
80,000
Cash and cash equivalents
825,561
708,347
2,273,130
1,796,947
Current liabilities
Payables
12
(1,764,248)
(1,718,151)
(1,764,248)
(1,718,151)
Net current assets
508,882
78,796
Total assets less current liabilities
47,338,882
43,243,796
Non-current liabilities
Loan from group undertakings
13
(900,538)
(4,000,000)
Deferred tax liabilities
7
(4,165,267)
(3,249,017)
Bank loan
14
(23,532,865)
(19,872,443)
(28,598,670)
(27,121,460)
Net assets
18,740,212
16,122,336
Capital and reserves
Called up share capital
15
6,308,600
6,308,600
Profit and loss reserves
12,431,612
9,813,736
Total equity
18,740,212
16,122,336

The notes on pages 11 to 24 form an integral part of these financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:

Bee Leng Chan
Director
Company Registration No. 13137787
BASILIDES (DSW) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
Share capital
Profit and loss reserves
Total
£
£
£
As at 1 April 2023
6,308,600
4,657,156
10,965,756
Profit for the year
-
5,156,580
5,156,580
As at 31 March 2024
6,308,600
9,813,736
16,122,336
Profit for the year
-
2,617,876
2,617,876
As at 31 March 2025
6,308,600
12,431,612
18,740,212

The notes on pages 11 to 24 form an integral part of these financial statements.

BASILIDES (DSW) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
16
1,158,935
1,198,883
Tax paid
-
(257,000)
Net cash inflow from operating activities
1,158,935
941,883
Investing activities
Interest received
11,166
-
0
Net cash generated from investing activities
11,166
-
Financing activities
Transaction costs refunded/(paid)
14
30
(282,249)
Repayment of shareholder loan
13
(3,099,462)
(19,066,400)
Proceeds from bank loan
14
3,578,000
20,094,000
Interest paid
(1,531,455)
(1,037,487)
Net cash used in financing activities
(1,052,887)
(292,136)
Net increase in cash and cash equivalents
117,214
649,747
Cash and Cash equivalents at beginning of year
708,347
58,600
Cash and cash equivalents at end of year
825,561
708,347

The notes on pages 11 to 24 form an integral part of these financial statements.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Summary of significant accounting policies
Company information

Basilides (DSW) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 5, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0DB.

1.1
Basis for preparation

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on a going concern basis, under the historical cost convention except for investment property measured at fair value through profit or loss.

1.2
Going concern

The Company reported a total comprehensive profit of £true 2,617,876 (202 4: £5,156,5 8 0) for the year ended 31 March 202 5 and had net assets of £18,740,212 (202 4: £1 6,1 22,336) and net current asset s of £508,882 (202 4: £7 8,7 96) as at that date.

A significant proportion of the Company's current and non-current liabilities comprises shareholder loans and accrued interest due to group undertakings of £900,538 (2024: 4,000,000) and £1,356,074 (2024: £1,160,388), respectively. These balances are unsecured and repayable only at the Company's discretion when cash flows permit. The Company has obtained written assurances from the relevant group undertakings that these amounts will not be called for repayment for at least twelve months from the date of approval of these financial statements and, thereafter, only to the extent that the Company has sufficient resources to settle them.

The Company generated net cash inflows from operations of £1,158,935 during the year. The Company is a party to a joint term loan facility maturing on 6 July 2026, secured over the Group's investment properties and those of its affiliates. The facility includes an option to extend the maturity by one year. The directors have commenced engagement with the lender in advance of the extension window and, based on discussions to date, have a reasonable expectation that the necessary refinancing or extension will be obtained in due course.

The directors have considered the Company's financial position, performance and forecast cash flows, including its access to refinancing. Based on this assessment, the directors conclude that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Summary of significant accounting policies
(Continued)
- 12 -
1.3
Future Changes in Accounting Standards

In March 2024, the Financial Reporting Council (FRC) issued amendments to FRS 102 as part of its periodic review, introducing revised guidance on revenue recognition and lease accounting, aligned in principle with IFRS 15 and IFRS 16.

The revised standard is effective for accounting periods beginning on or after 1 January 2026. The Company will therefore apply the updated FRS 102 for the first time in its financial statements for the year ending 31 March 2027, with a transition date of 1 April 2026.

The directors are currently assessing the impact of the revised standard on the Company’s financial statements. The most relevant area expected to be affected is revenue recognition (including rental and management-related income), which may require reassessment of contract performance obligations.

Early adoption is permitted but the Company does not intend to adopt the revised standard before the effective date.

1.4
Revenue
Rental income receivable from operating leases is recognised on a straight-line basis over the term of the lease. Income arising from expenses recharged to tenants in properties where the company owns the investment property is recognised in the period in which the expense can be contractually recovered.
1.5
Expenses

Expenses are recognised on the accruals basis.

1.6
Investment property
Investment property is measured initially at cost, which includes purchase price and any directly attributable expenditure. Subsequently, investment property is revalued to its fair market value at each reporting date and any changes are recognised in the profit or loss account.
1.7
Cash and cash equivalents

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.

1.8
Financial instruments

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 statement of financial position when the Company becomes a 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

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 rate 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.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Summary of significant accounting policies
(Continued)
- 13 -
Classification of financial liabilities and equity instruments

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 C ompany after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from group companies, 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.

Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the end of the reporting period.

Borrowings including bank loans, are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit or loss account over the period of the borrowings using the effective interest rate method.

1.9
Taxation
Current tax

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The C ompany’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the C ompany has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Value added tax

The Company is subject to Value Added Tax (VAT) on certain costs (Input VAT) and charges VAT on commercial revenue (Output tax). The revenue and operating expenses presented in the profit or loss statement are shown net of VAT payable or reclaimable, with the net amount due to/from HM Revenue & Customs recognised on the Statement of Financial Position.

1.10
Interest payable
Interest payable is recognised on an accrual basis using the effective interest rate method.
1.11

Share capital

The Company’s ordinary shares are recognised as equity when issued and are measured at the fair value of the cash or other resources received or receivable, net of any directly attributable issue costs.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2
Significant accounting judgements and estimates

Going concern

A critical judgement applied by the directors is the assessment of the Company’s ability to continue as a going concern. This includes evaluation of forecast cash flows, group support, and compliance with bank covenants. Based on written confirmation of support from the parent and available liquidity, the directors have concluded that the going concern basis remains appropriate.

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

2.1 Judgements made in applying accounting policies

In the process of applying the Company’s accounting policies, management has made the following judgements which have significant effects on the amounts recognised in the financial statements.

Deferred tax assets

Deferred tax assets are recognised in respect of the corporate interest restriction allowance to the extent that it is probable that future taxable profit will be available against which the corporate interest restriction allowance can be utilised. Although the corporate interest restriction allowance can be utilised indefinitely, judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits, together with future tax-planning strategies.

2.2 Key sources of estimation uncertainty

Estimates, assumptions and judgements 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.

Valuation of investment property

The Company records its investment property at fair value, with changes in fair value being recognised in profit or loss.

The Company engages independent professional valuers (“External Appraisers”) in the countr y in which the investment property is located to determine the fair value of the property and reviews the valuation carried out by the External Appraisers and adopts the valuation as fair value.

The determination of the fair value of the investment property involved the use of a range of estimates (amongst others, occupancy rates and rental rates).

The carrying amount and key valuation inputs used to determine the fair value of investment property are further explained in Note 17.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
3
Revenue
Year
Year
ended
ended
31 March
31 March
2025
2024
£
£
Rental income
2,729,019
2,214,906
Other income
6,514
6,813
2,735,533
2,221,719
4
Cost of sales
Year
Year
ended
ended
31 March
31 March
2025
2024
£
£
Service charges from the operator
946,137
840,697
Asset management fee
48,000
43,390
994,137
884,087
Services charges from the operator include utilities, insurance and marketing.
5
Administrative expenses
Year
Year
ended
ended
31 March
31 March
2025
2024
£
£
Legal and professional fees
24,069
59,889
Bank charges
844
785
Audit fees
35,500
27,500
Irrecoverable VAT
10,430
7,099
Tax interest expense
19,558
18,893
Tax interest income
(4,264)
-
86,137
114,166
BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
6
Net finance costs
Year
Year
ended
ended
31 March
31 March
2025
2024
£
£
Loan interest expenses (Notes 13 and 14)
1,797,815
1,631,130
Total of finance cost
1,797,815
1,631,130
Bank interest income
11,682
84
Total of finance income
11,682
84
Net finance costs
1,786,133
1,631,046
7
Taxation
Year
Year
ended
ended
31 March
31 March
2025
2024
£
£
Current tax
Adjustments in respect of prior years
-
0
4,590
Deferred tax
Origination and reversal of timing differences
916,250
1,856,250
Total tax charge
916,250
1,860,840
BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Taxation
(Continued)
- 17 -

The charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Year
Year
ended
ended
31 March
31 March
2025
2024
£
£
Profit before taxation
3,534,126
7,017,420
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
883,532
1,754,355
Tax under-provided in prior year
-
0
4,590
Non-deductible items
32,718
101,895
Tax expense for the year
916,250
1,860,840

The UK corporation tax rate increased to 25% effective from 1 April 2023.

The Company is registered with HMRC for VAT purposes, levies VAT on its rental income, and offsets this against VAT on relevant expenses, reporting quarterly to HMRC.

The Company has an unrecognised interest restriction amount carried forward totaling £850,085 (2024: £719,211) as a result of the UK Corporate interest restriction legislation. This amount of unrecognised interest restriction can be carried forward indefinitely and may be deductible in future periods should the Company have available interest capacity. Due to uncertainty over when the Company will have such interest capacity, no deferred tax asset has been recognised in respect of this carried forward interest. The unrecognised deferred tax asset as at 31 March 2025 is £212,521 (2024: £179,80 3).

A deferred tax liability, at domestic tax rates applicable in the UK, of £4,165,267 (2024: £3,249,017) has been recognised on the basis of the temporary differences that are expected to increase taxable profit in the future.

8
Employees

The C ompany did not have any employees during the year (2024: Nil).

9
Directors' remuneration

The Company did not provide any remuneration to the directors during the year (2024: Nil).

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
10
Investment property
2025
2024
£
£
Property: Dean Street Works, Bristol, BS2 8SF
Opening balance
43,165,000
35,740,000
Fair value gain
3,665,000
7,425,000
As at 31 March
46,830,000
43,165,000

The investment property has been pledged as security under a joint term loan with Oversea-Chinese Banking Corporation Limited amounting to £86m.

Valuation of investment property

As at 31 March 2025 and 31 March 2024, the fair value of the investment property has been determined by CBRE Limited in the United Kingdom. The accredited independent valuer has appropriate professional qualifications and experience in the location and category of the properties being valued.

Details of valuation techniques and inputs used are disclosed in Note 17.

11
Receivables and prepayments
2025
2024
Amounts falling due within one year:
£
£
Trade receivable
86,519
-
Amount due from the operator
18,613
238,309
Amount due from immediate holding company (Note 19)
71,201
284,805
Amounts due from related undertakings - fellow subsidiary (Note 19)
1,173,676
451,686
Prepayments
11,374
32,330
Rental Deposit
1,406
1,406
VAT receivable
-
64
Interest receivable
516
-
1,363,305
1,008,600

Amounts due from the operator represent rental income and service charges collected by the property operator on behalf of the Company that remained unpaid at the reporting date. The operator acts as an agent in managing the day-to-day letting activities and tenant billing for the Dean Street Works property.

The balance is unsecured, interest-free, and repayable on demand. Management considers the amount fully recoverable based on historical settlement patterns and ongoing cash collection from tenants.

Amounts due from immediate holding company represents unsecured, non-interest-bearing amounts receivable from Company’s immediate parent, Paideia Capital Pte. Ltd., relating to group funding support and costs settled on behalf. The amount is repayable on demand as at 31 March 2025.

Amounts due from related undertakings comprise unsecured, non-interest-bearing amounts due from fellow group entities under common control of Paideia Capital Pte. Ltd. The amounts arise from intercompany funding arrangements and are repayable on demand.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
12
Payables
2025
2024
£
£
Rent received in advance
257,825
404,130
Loan interest payable to group undertakings (Note 19)
1,356,074
1,160,388
Amount due to the operator
-
18,536
Other creditors
143,149
116,179
Rental deposit
7,200
7,200
Bank loan interest payable
-
11,718
1,764,248
1,718,151
13
Loan from group undertakings
2025
2024
£
£
Loan payable to group undertakings
900,538
4,000,000
900,538
4,000,000

The loans payable to group undertakings are for the purpose of funding acquisition of investment property. The loans are unsecured shareholder loan and repayable at the discretion of the Company, when the cash flows of the Company permits. The loans consist of a junior shareholder loan of £900,538 (2024: £4,000,000). Interest was charged on the junior loan at 9% (2024: 9%). Interest amounting to £195,686 (2024: £521,234) was charged on the shareholder loan and no interest was paid during the year (2024: £Nil).

The principal amounts of the junior shareholder loan of £3,099,462 was repaid on 22 August 2024.

The Company has obtained written assurance that the amounts will not be called upon for at least twelve months from the date of approval of the financial statements.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
14
Bank loan
2025
2024
£
£
Bank loan
23,672,000
20,094,000
Less: Transaction cost paid
(282,219)
(282,249)
Amortisation for the year
143,084
60,692
23,532,865
19,872,443
Terms and debt repayment schedule
2025
2024
£
£
Due between one to three years
23,532,865
19,872,443
23,532,865
19,872,443

The Company is a party to a joint term loan facility with Oversea-Chinese Banking Corporation Limited amounting to £86m. The loan bears interest at SONIA plus a margin of 1.90% per annum, repayable quarterly. The maturity date of the loan is 6 July 2026. The loan is secured by a first legal mortgage over the investment propert ies of the Company and its affiliates (Note 10).

The Bank requires the Company and its affiliates to maintain, on a combined basis, a positive, tangible net worth, an interest cover ratio of at least 150%, and a Loan-to-Value (LTV) of not more than 70%. The directors have reviewed the tangible net worth, interest cover ratio and LTV of the Company and its affiliates on a combined basis and the directors have concluded that the Company and its affiliates complied with these covenants.

The Company’s affiliates include Aristotle (RQ) Limited, Oval Properties 2801 Limited and Oval Properties 2901 Limited. Under these arrangements, the Company has guaranteed the borrowings of these affiliates up to the full amount due to the bank.

Transaction costs of £282,2 1 9 (2024: £282,249) were netted against the bank loan proceeds of £23,672,000 (2024: £20,094,000), measured at amortised cost, with transaction costs incorporated into the interest payable using the effective interest rate method. The interest payable on bank loans for the year was £1,519,737 (202 4: £1,04 9,204), and £1,531,455 of interest was paid (202 4: £1,037,487).

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
14
Bank loan
(Continued)
- 21 -

The below table discloses a reconciliation of liabilities arising from financing activities:

| Cashflow | Non-cash changes |
1 April 202 4 | Net Drawdown | Net Repayment | Others | 31 March 202 5
£ | £ | £ | £ | £
Borrowings | 19,872,443 | 3,578,000 | - | 82,42 2 | 23,53 2,865
Loan from group undertakings | 4,000,000 | - | (3,099,462) | - | 900,538
| Cashflow | Non-cash changes |
1 April 202 3 | Net Drawdown | Net Repayment | Others | 31 March 202 4
£ | £ | £ | £ | £
Borrowings | - | 19,811,751 | - | 60,692 | 19,872,443
Loan from group undertakings | 23,066,400 | - | (19,066,400) | - | 4,000,000

The non-cash movements of £82,422 (2024: £60,692) relate to the amortisation of bank loan transaction costs recognised using the effective interest rate method.

15
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
6,308,600
6,308,600
6,308,600
6,308,600

The Ordinary shares carry equal voting rights, rights to dividends, and rights to the distribution of capital upon winding up of the Company. There are no restrictions on the distribution of dividends or the repayment of capital in respect of the ordinary shares.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
16
Cash generated from operations
2025
2024
£
£
Profit for the year after tax
2,617,876
5,156,580
Adjustments for:
Taxation charged
916,250
1,860,840
Finance costs
1,797,815
1,631,130
Fair value gain on investment property
(3,665,000)
(7,425,000)
Tax interest income
(4,264)
-
Bank interest income
(11,682)
-
Tax interest expense
19,558
-
Movements in working capital:
Increase in receivables and prepayments
(354,189)
(96,818)
(Decrease)/increase in payables
(137,871)
72,151
Tax interest paid
(19,558)
-
Cash generated from operations
1,158,935
1,198,883
BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
17
Fair value of assets and liabilities

(a) Fair value hierarchies

The Company categorises fair value measurement using a fair value hierarchy that is dependent on the valuation inputs used as follows:

- Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date,

- Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and

- Level 3 – Unobservable inputs for the asset or liability.

Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

(b) Level 3 fair value measurements

(i) Information about significant unobservable inputs used in Level 3 fair value measurements

The following table shows the information about fair value measurements using significant unobservable inputs (Level 3):

Description | Fair Value £ | Valuation techniques | Key unobservable inputs | Yield %
31 March 2025
Investment property | 46,830,000 | Discounted cashflow method | Net initial yield | 5.10%
Description | Fair Value £ | Valuation techniques | Key unobservable inputs | Yield %
31 March 2024
Investment property | 43,165,000 | Discounted cashflow method | Net initial yield | 5.10%

The fair value of investment property is determined by an external and independent valuation company, having appropriate recognised professional qualifications and experience in the location and category of properties being valued.

(c) Fair value of financial instruments by classes that are not carried at fair value and whose carrying

amounts are reasonable approximation of fair value

The carrying amounts of financial assets and liabilities whose carrying amounts are measured at amortised cost basis approximate their fair values. The carrying amount of the bank loan is considered a reasonable approximation of its fair value as subject to a variable market-based interest rate which resets quarterly.

BASILIDES (DSW) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
18
Events after the reporting date

There were no events since the balance sheet date which materially affected the company.

19
Related party transactions

The Company has taken advantage of the exemption under FRS 102 paragraph 33.1A and has not disclosed transactions with other members of the group on the basis that the Company is a wholly owned subsidiary of Paideia Capital Pte. Ltd., which prepares publicly available consolidated financial statements in accordance with Singapore Financial Reporting Standards (International). These consolidated financial statements are available to the public at 391A Orchard Road, #19-00, Tower A, Ngee Ann City, Singapore 238873.

20
Ultimate controlling party

The Company's immediate parent is Paideia Capital Pte. Ltd., a private limited company incorporated in Singapore, by virtue of owning 100% of the issued ordinary share capital in the Company. The Company's ultimate parent is Paideia Capital UK Trust (acting through Paideia Trustee Pte. Ltd. as the trustee), a private trust constituted in Singapore. Paideia Capital Pte. Ltd. produces consolidated financial statements in accordance with Singapore Financial Reporting Standards (International) (“SFRS(I)”), which are available at 391A Orchard Road, #19-00, Tower A, Ngee Ann City, Singapore 238873.

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