Company registration number 04205376 (England and Wales)
SYSTEMHAVEN LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
PAGES FOR FILING WITH REGISTRAR
SYSTEMHAVEN LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
SYSTEMHAVEN LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
30 September 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
3,101,004
3,101,004
Current assets
Debtors
6
1,231
1,231
Cash at bank and in hand
97,723
46,093
98,954
47,324
Creditors: amounts falling due within one year
7
(3,939,100)
(3,951,166)
Net current liabilities
(3,840,146)
(3,903,842)
Net liabilities
(739,142)
(802,838)
Capital and reserves
Called up share capital
8
980,000
980,000
Profit and loss reserves
(1,719,142)
(1,782,838)
Total equity
(739,142)
(802,838)

The notes on pages 2 to 8 form part of these financial statements.

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

The director of the company has elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 3 February 2026 and are signed on its behalf by:
C J Byrne
Director
Company registration number 04205376 (England and Wales)
SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
1
Accounting policies
Company information

Systemhaven Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6 Wharf Studios, 28 Wharf Road, London, England, N1 7GR.

1.1
Accounting convention

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 under the historical cost convention. The principal accounting policies adopted are set out below.

The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.

Systemhaven Limited is a wholly owned subsidiary of Ardmore Group Limited and the results of the Company are included in the consolidated financial statements of Ardmore Group Limited which are available from Companies House.

The company has taken advantage of the exemption available in FRS 102 and has not disclosed transactions and balances with entities that form part of the group headed by Ardmore Group Limited.

1.2
Going concern

The Company is a member of the Ardmore Group headed by Ardmore Group Limited (together the “Group”). The Group has net current assets of £84.96m and net assets of £23.4m. The Group meets their day to day working capital requirements through cash held at the year-end of £27.6m. The Group does not have bank debt or external borrowings other than leases.

The company had net current liabilities of £3,840,146 at the balance sheet date. Ardmore Group Limited, an intermediate parent companyhas indicated its intention and ability to support the company for at least 12 months from the date of approval of the financial statements in order that the company can pay its debts as they fall due.

SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 3 -

Base case and severe but plausible downside models

The Director has prepared a base case forecast to 3 February 2027 for the Group. In preparing the base case the director has considered current market economic conditions and has made the following significant assumptions:

- Gross margins on live projects remain consistent with managements forecasts at December 2025.

- Payment of suppliers and receipts from clients (working capital movements) occur around 30 days from invoicing.

- The ability to win new work is unaffected.

- That the realisation of property values through short-term borrowing is achievable.

In preparing the severe but plausible downside model, the director has included the following sensitivities:

- A reduction in gross margins on projects.

- Deterioration of working capital.

- The group wins no new work in the going concern period.

- A significant amount of legal fees are incurred in the period.

The Director considers that each of the downside scenarios occurring together is unlikely.

Should the severe but plausible downside scenario crystallise management will implement mitigating actions which would include further realisation of property values through short term borrowing.

In view of the assessment performed, the Director is satisfied that sufficient financial resources will be generated to enable the Group and Company to meet its liabilities as they fall due for the period to 3 February 2027.

Material uncertainty related to going concern

Following a fellow group company, Ardmore Construction Limited, entering administration in August 2025 the Company and Group are exposed to the potential for Building Liability Orders (“BLO”) to be brought in accordance with the Building Safety Act 2022 (“the Act”). To date, the Company and certain companies within the Group have received claims, notifications of claims and are actively defending in court proceedings. These matters all pertain to alleged defective works performed by Ardmore Construction Limited.

As these matters are at an early stage there remains an uncertainty in respect of the potential range of outcomes as well as when these outcomes will be, although it is unlikely that the outcome of these cases will be known within the going concern assessment period. Further detail can be found within note 10 of the financial statements. As a result of these events there is a material uncertainty that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern, and therefore, the Group and the Company may be unable to realise its assets and discharge its liabilities in the normal course of business.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover represents management charges and dividends receivable from subsidiary companies.

Management charge income is recognised at the end of the month to which it relates. Dividends receivable are recognised on the date they become legally payable.

1.4
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.5
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
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 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 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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors and loans from fellow 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 paymen ts 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. A m ounts 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.

1.7
Equity instruments

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. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved b the shareholders at a general meeting.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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 income statement, 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 company 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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments

Determine whether there are indicators of impairment of the Company's investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.

Impairment of receivables

Receivables, including amount due from related parties, are regularly reviewed for potential impairment. The review is performed by management and considers factors such as the age of the debt, recovery during the period and expected recovery period, the financial situation of the parties and discussions with the debtor. Provisions are raised where debtors are not considered recoverable in full or in part. Provisions are reassessed as part of the above review and are released where information supports the recovery of the debt.

3
Employees

The Company has no employees other than the directors, who did not receive any remuneration in the current or prior year.

SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings
3,101,004
3,101,004
5
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
Byrne Properties Limited
Property investment
Ordinary
100.00
-
Celebration Homes Limited
Property investment
Ordinary
100.00
-
Byrne Estates (Kensal Green) Limited
Property development
Ordinary
100.00
-
Kensal Green Management Company Limited
Dormant
Preference
0
100.00

The registered office of all subsidiaries is the same as the Company.

6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
50
50
Deferred tax asset
1,181
1,181
1,231
1,231

Amounts totaling £4.1m (2023 - £4.1m) owed by Byrne Estates (Chatham) Limited (herein “Chatham”), a related party due to common control of the director, has been fully provided for in previous years (2023 - £1.8m provision charged to the income statement).

7
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
3,932,551
3,944,832
Other creditors
6,549
6,334
3,939,100
3,951,166

Amounts owed to group companies are unsecured, repayable on demand, and interest free.

SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 7 -
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
980,000
980,000
980,000
980,000
9
Audit report information

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.

Opinion

The auditor's report was unqualified.

The auditor’s report on the full financial statements included a statement drawing attention to a material uncertainty related to going concern.

Senior Statutory Auditor:
Atul Kariya FCCA
Statutory Auditor:
MHA
Date of audit report:
4 February 2026
10
Financial commitments, guarantees and contingent liabilities

Recent developments in government legislation, notably the Building Safety Act and the introduction of Building Liability Orders (“Orders”), have created significant uncertainty both for the Group and the broader industry, particularly in relation to historic contracts. The Group actively manages these risks wherever possible.

The Ardmore Group of companies have received multiple claims, or notices of intention to raise a claim, relating to historic contracts. All these historic contracts were projects delivered by Ardmore Construction Limited which entered administration in August 2025, the extent and effect of Orders on the remaining Group companies therefore depends on evolving legal guidance and ongoing legal processes.

The expanding scope of Building Liability Orders means that other companies within the Group may also be held jointly and severally liable for claims involving a relevant liability, where it is deemed just and equitable. Considerable judgement is required in determining these factors, and each Order is subject to a specific legal mechanism.

The merit, likely outcome and potential impact of these claims is subject to a number of significant uncertainties and, therefore, the Group cannot make any assessment of the likely outcome or quantum of any such litigation as at 30 September 2024. The uncertainties relate to the vague nature of these claims, a lack of supporting evidence from claimants, and the lengthy timeframes involved before a reliable estimate of financial cost can be determined. Factors affecting this include the age and complexity of projects, the judgement required in determining if claims relate to relevant liabilities, the developing interpretation of legislation, particularly regarding the judgement of the claim being fair and equitable, and issues relating to the supply chain and onward claims.

Nonetheless, the Group believes it holds strong positions on many claims. However, given the ongoing evolution of legislation and guidance, it remains difficult to determine outcomes with sufficient certainty. Where claims are successful, the financial impact is likely to be partially mitigated through subsequent claims on the supply chain and/or other parties.

SYSTEMHAVEN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 8 -
11
Parent company

The Company's immediate parent company is Ardmore Group Limited, and ultimate parent company is Ardmore Group Holdings Limited.

Ultimate control of the Company rests with C J Byrne.

The largest and smallest group in which the results of the company are consolidated is headed by Ardmore Group Limited, incorporated in England and Wales. The consolidated accounts of this company are available to the public and may be obtained from Companies House.

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