Company registration number 09215941 (England and Wales)
Kelso Estates Limited
Financial Statements
For the year ended 31 August 2025
PAGES FOR FILING WITH REGISTRAR
Kelso Estates Limited
Contents
Page
Company information
1
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
Kelso Estates Limited
Company Information
- 1 -
Directors
A Almihdar
R Daud
Company number
09215941
Registered office
Pendragon House
65 London Road
St Albans
Herts
AL1 1LJ
Auditor
Gilberts Chartered Accountants
Pendragon House
65 London Road
St Albans
Hertfordshire
AL1 1LJ
Kelso Estates Limited
Balance Sheet
As at 31 August 2025
31 August 2025
- 2 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investment property
5
14,265,217
16,512,830
Current assets
Debtors
6
184,222
204,790
Cash at bank and in hand
566,264
418,715
750,486
623,505
Creditors: amounts falling due within one year
7
(7,097,713)
(6,868,064)
Net current liabilities
(6,347,227)
(6,244,559)
Total assets less current liabilities
7,917,990
10,268,271
Creditors: amounts falling due after more than one year
8
(1,437,500)
(1,687,500)
Provisions for liabilities
(1,303,937)
(1,892,835)
Net assets
5,176,553
6,687,936
Capital and reserves
Called up share capital
10
852,361
852,361
Revaluation reserve for investment properties
5,415,542
7,101,252
Profit and loss reserves
(1,091,350)
(1,265,677)
Total equity
5,176,553
6,687,936

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

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

The financial statements were approved by the board of directors and authorised for issue on 17 March 2026 and are signed on its behalf by:
A Almihdar
R Daud
Director
Director
Company registration number 09215941 (England and Wales)
Kelso Estates Limited
Statement of Changes in Equity
For the year ended 31 August 2025
- 3 -
Share capital
Revaluation reserve for investment properties
Profit and loss reserves
Total
£
£
£
£
Balance at 1 September 2023
852,361
3,664,130
(850,431)
3,666,060
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
3,021,876
3,021,876
Transfers
-
4,582,830
(4,582,830)
-
Other movements
-
(1,145,708)
1,145,708
-
Balance at 31 August 2024
852,361
7,101,252
(1,265,677)
6,687,936
Year ended 31 August 2025:
Loss and total comprehensive income
-
-
(1,511,383)
(1,511,383)
Transfers
-
(2,247,613)
2,247,613
-
Other movements
-
561,903
(561,903)
-
Balance at 31 August 2025
852,361
5,415,542
(1,091,350)
5,176,553
Kelso Estates Limited
Notes to the Financial Statements
For the year ended 31 August 2025
- 4 -
1
Accounting policies
Company information

Kelso Estates Limited is a private company limited by shares incorporated in England and Wales. The registered office is Pendragon House, 65 London Road, St Albans, Herts, AL1 1LJ.

1.1
Basis of 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 under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors have obtained a letter from the immediate parent company, Rambala Limited, confirming that they will not recall the loan in the twelve months following the approval of the accounts.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for s ervices provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Turnover received in advance of rental periods is deferred and recognised over the length of the rental period.

1.4
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 a t the reporting end date. Changes in fair value are recognised in profit or loss.

The investment property represents student accommodation, which is let furnished and is valued on that basis, and furnishings are included within the cost and valuation of the property.

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.

Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2025
1
Accounting policies
(Continued)
- 5 -
1.6
Financial instruments

The company has elected to apply the provisions of Section 11 and Section 12 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price 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 fair value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, which include trade and other payables and bank loans, are initially measured at transaction price and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present fair value of the future receipts discounted at a market rate of interest.

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.

1.8
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.

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. 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.

1.9
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.

Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2025
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

Critical judgements

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

Investment Properties

The directors used the methodology from the prior year valuation, performed by the independent valuers, to determine the current market value of property.

Details of the valuation methodology and key assumptions are given in note 5.

3
Employees

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

2025
2024
Number
Number
Total
0
0

The company's administrative functions are outsourced to a third party provider and therefore it has no staff.

4
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
85,104
-
0
Deferred tax
Origination and reversal of timing differences
(588,899)
1,059,795
Total tax (credit)/charge
(503,795)
1,059,795
Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2025
- 7 -
5
Investment property
2025
£
Fair value
At 1 September 2024
16,512,830
Revaluations
(2,247,613)
At 31 August 2025
14,265,217

The fair value of the property has been determined based on the directors’ assessment of current market conditions. In forming their view, the directors have reviewed available market data and net yields relevant to the reporting date and followed the methodology from the professional valuation in the prior year. They have adjusted the carrying amount of the property to reflect changes in fair market value.

The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

The historical cost of the property is £7,726,298.

6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
167,239
185,570
Prepayments and accrued income
16,983
19,220
184,222
204,790
7
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
250,000
250,000
Trade creditors
78,581
120,350
Amounts owed to group undertakings
6,230,511
5,892,446
Corporation tax
85,104
12,982
Other creditors
453,517
592,286
7,097,713
6,868,064
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
1,437,500
1,687,500
Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2025
8
Creditors: amounts falling due after more than one year
(Continued)
- 8 -

The bank loan is secured by way of a fixed and floating charge in respect of company assets and a first charge over the investment property.

The investment property subject to the first charge is disclosed in note 5.

9
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
240,921
232,477
Tax losses
(475,628)
(440,189)
Investment property
1,538,644
2,100,547
1,303,937
1,892,835
2025
Movements in the year:
£
Liability at 1 September 2024
1,892,835
Credit to profit or loss
(588,898)
Liability at 31 August 2025
1,303,937

The deferred tax liability set out above is expected to reverse on the sale of the investment property and relates to accelerated capital allowances that are expected to mature within the same period.

10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each of £1 each
852,361
852,361
852,361
852,361
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:

Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2025
11
Audit report information
(Continued)
- 9 -
Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 August 2025 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:
Luke Parker ACA
Statutory Auditor:
Gilberts Chartered Accountants
Date of audit report:
17 March 2026
12
Financial commitments, guarantees and contingent liabilities

The company has a management agreement with the managing agent of its property, under which it is committed to pay a percentage of annual rental income for each year to 31 August 2025, subject to a base fee of £47,000 (indexed for growth RPI).

13
Operating lease commitments
As lessee

The company has entered into leases, as the lessor, where the future minimum lease receipts total £1,141,315 (2024: £1,491,320). These leases are all due to end in under 12 months.

14
Related party transactions

The company had related party transactions with its parent, of which it is a wholly owned subsidiary and as such has taken advantage of the exemption permitted under FRS 102 not to provide disclosures of transactions entered into with other wholly owned members of the group.

15
Parent company

The immediate parent company is Rambala Limited, whose registered address is Level 1, Palm Grove House, Wickham's Cay 1, Road Town, Tortola, British Virgin Islands.

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