Company registration number 14489900 (England and Wales)
UNICA CAPITAL LONDON III LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
UNICA CAPITAL LONDON III LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
UNICA CAPITAL LONDON III LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment property
4
29,000,000
31,000,000
Current assets
Debtors
5
5,492
88,824
Cash at bank and in hand
385,699
-
0
391,191
88,824
Creditors: amounts falling due within one year
6
(15,883,242)
(21,392,568)
Net current liabilities
(15,492,051)
(21,303,744)
Total assets less current liabilities
13,507,949
9,696,256
Creditors: amounts falling due after more than one year
7
(5,820,000)
-
0
Provisions for liabilities
(1,932,432)
(2,425,289)
Net assets
5,755,517
7,270,967
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
10
5,755,417
7,270,867
Total equity
5,755,517
7,270,967

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 profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 13 February 2026 and are signed on its behalf by:
Mr R F Da Silva Guerreiro Gato
Director
Company registration number 14489900 (England and Wales)
UNICA CAPITAL LONDON III LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 17 November 2022
-
0
-
0
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
7,270,867
7,270,867
Issue of share capital
9
100
-
100
Balance at 31 December 2023
100
7,270,867
7,270,967
Year ended 31 December 2024:
Loss and total comprehensive income
-
(1,515,450)
(1,515,450)
Balance at 31 December 2024
100
5,755,417
5,755,517
UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Unica Capital London III Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2-4 Cork Streeet, London, United Kingdom, W1S 3LG.

1.1
Reporting period

The financial statements report a 12 month period to 31 December 2024. The previous period reported was from incorporation on 17 November 2022 to 31 December 2023. Therefore, the comparative amounts presented in the financial statements and the related notes are not entirely comparable.

1.2
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, modified to include the revaluation of investment properties at fair value. The principal accounting policies adopted are set out below.

1.3
Going concern

These financial statements are prepared on the going concern basis. As at 31 December 2024 the company had net current liabilities due to amounts owed to connected companies and the loan taken out to purchase the property. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future due to the ultimate shareholder providing financial support for the company as necessary.

1.4
Turnover

Turnover represents rent and service charges receivable from tenants, net of VAT, in accordance with their lease terms on an accruals basis.

1.5
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

1.6
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.

UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.7
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 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

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, 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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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.

1.8
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.

1.9
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
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 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 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.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2024
2023
Number
Number
Total
2
2
4
Investment property
2024
£
Fair value
At 1 January 2024
31,000,000
Revaluations
(2,000,000)
At 31 December 2024
29,000,000
UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Investment property
(Continued)
- 6 -

The fair value of the company's investment property has been arrived at on the basis of a valuation carried out on 31 December 2024, by the directors, on a market value basis. The valuation was arrived at by reference to market evidence.

5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
-
0
14,739
Amounts owed by group undertakings
1,550
-
0
Other debtors
3,942
74,085
5,492
88,824
6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
12,373,108
12,553,190
Trade creditors
23,016
12,475
Amounts owed to group undertakings
2,849,021
8,238,794
Taxation and social security
104,871
134,093
Other creditors
533,226
454,016
15,883,242
21,392,568

The bank loan from CBH Compagnie Bancaire Helvetique SA is secured by way of a first legal mortgage over the present real property owned by the company plus a first fixed charge over all present and future real property owned by the company, other than that property effectively covered by the mortgage, and the benefit of all other contracts, guarantees, appointments and warranties relating to each charged property and other documents to which the company is a party or which are in its favour or of which it has the benefit of relating to any letting, development, sale, purchase, use or the operation of any charged property or otherwise relating to any charged property, all licences, consents and authorisation held or required in connection with its business or the use of the secured assets, and all rights connected with them, all the company's present and future goodwill, all the company's uncalled capital, all the equipment, all the intellectual property, all the book debts, all the investments, all monies held together with any rights and benefits accruing and all the company's rights in respect of insurance policies including the proceeds of any claims and return premiums due. The loans are also secured by way of a first floating charge over all its assets and undertakings wherever located both present and future and not otherwise effectively mortgaged, charged or assigned.

7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
5,820,000
-
0
UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
8
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
193,326
193,326
Tax losses
(193,208)
(200,351)
Revaluations of investment property
1,932,314
2,432,314
1,932,432
2,425,289
2024
Movements in the year:
£
Liability at 1 January 2024
2,425,289
Credit to profit or loss
(492,857)
Liability at 31 December 2024
1,932,432

Deferred tax has been reflected at 25%, being the rate substantively enacted in the year, in accordance with the company’s accounting policies.

9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £100 each
1
1
100
100

On 17 November 2022 1 share was issued on incorporation with a nominal value of £100 for a consideration of £100.

10
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
7,270,867
-
0
(Loss)/profit for the year
(1,515,450)
7,270,867
At the end of the year
5,755,417
7,270,867
UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Profit and loss reserves
(Continued)
- 8 -

Included within profit and loss reserves are non-distributable profits, as set out below:

2024
2023
£
£
Non-distributable profits included above
At the beginning of the year
7,296,942
-
Non distributable profits in the year
(1,500,000)
7,296,942
At the end of the year
5,796,942
7,296,942
Distributable profits
(41,525)
(26,075)
11
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.

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

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Daniel Graves BA(Hons) FCA
Statutory Auditor:
Azets Audit Services
Date of audit report:
13 February 2026
12
Financial commitments, guarantees and contingent liabilities

Unica Capital Holding Ltd (Company number: 14472573), the parent company, has provided security to CBH Compagnie Bancaire Helvetique SA by way of fixed legal charges in respect of a loan provided to Unica Capital London III Ltd, that includes the share capital and all stocks, shares, debentures, bonds, warrants, coupons, negotiable instruments, certificates of deposit or other securities or "investments" held now or in future.

13
Operating lease commitments
Lessor

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

2024
2023
£
£
309,138
1,589,412
UNICA CAPITAL LONDON III LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
14
Events after the reporting date

On 19 March 2025 the £12,020,000 loan from CBH Compagnie Bancaire Helvetique SA (CBH) was refinanced with BNP Paribas (Suisse) SA and a new charge registered with Companies House to support this. The terms of the security were similar to the previous charge held by CBH.

15
Related party transactions

During the year, Unica Capital Holding Limited, the parent company, provided financial support to Unica Capital London III Limited. This support was comprised of an unsecured loan, with interest charged at a rate of 5.5%, with a balance of £2,000,000 outstanding as at 31 December 2024, an interest free unsecured loan of £3,820,000 (both of which are due for payment on 31 December 2026), and an interest free intercompany account with a balance of £2,832,189 due from Unica Capital London III Limited as at 31 December 2024.

2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
8,652,189
8,223,963
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