REGISTERED NUMBER: 13051662 (England and Wales)

Audited Financial Statements

for the Year Ended 31 March 2025

for

CONSERO MANAGEMENT SERVICES LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

J Lawrence

R A Osborn

Registered office:

3rd Floor 86 - 90 Paul Street

London

EC2A 4NE

Registered number:

13051662 (England and Wales)

Independent auditors:

Cooper Parry Group Limited

Broadwalk House, 5th Floor

5 Appold Street

Broadgate

London

EC2A 2AG

Fixed assets

Tangible assets

4

1,925

3,933

Current assets

Debtors

5

222,805

321,264

Cash at bank

12,964

414,431

235,769

735,695

Creditors

Amounts falling due within one year

6

152,716

817,208

Net current assets/(liabilities)

83,053

(81,513

)

Total assets less current liabilities

84,978

(77,580

)

Capital and reserves

Called up share capital

7

100

100

Retained earnings

84,878

(77,680

)

Shareholders' funds

84,978

(77,580

)

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2026 and were signed on its behalf by:

J Lawrence - Director

1.	Statutory information

Consero Management Services Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Going concern

The going concern of the company is directly linked to the going concern of the Group. The Directors have considered the going concern of the group and note that material uncertainty exists in relation to the Group being able to settle all liabilities in full. The group has net liabilities of £26.75m at the balance sheet date.

The repayment of loans with first charge over the assets is due in August 2026. The directors have considered the value of the remaining property sales required to repay this debt of £6.7m. Given the current property market, it is unlikely that this debt will be repaid in advance of August 2026.

If the appropriate levels of sales are not made in the timeframe, the group would need to seek a refinance of the facility. The directors have discussed an extension with the lender with first charge over the assets, but have yet to reach a formal agreement.

Repayment of the remaining debt with second charge, or that is unsecured, requires cashflows in excess of what is currently forecast. There is no current proposed plan to settle the remaining outstanding debt. Whilst the directors have received a letter of support from the lender of the unsecured and second charge debt saying that the debt would not be called should the Group not be in a position to pay it, the directors note that this is only a letter of intent and is not legally binding.

Despite the above, the directors believe that the group and therefore the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Key source of estimation, uncertainty and judgement

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

The directors consider that there are no such judgements and estimates in the financial statements.

Turnover

Turnover represents project management fees for services provided both within and outside of the group.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Motor vehicles

-

Straight line over 4 years

Computer equipment

-

Straight line over 4 years

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	Employees and directors

The average number of employees during the year was 7 (2024 - 7 ) .

4.	Tangible fixed assets

Motor

Computer

vehicles

equipment

Totals

£

£

£

Cost

At 1 April 2024

10,000

4,184

14,184

Additions

-

1,357

1,357

Disposals

(10,000

)

-

(10,000

)

At 31 March 2025

-

5,541

5,541

Depreciation

At 1 April 2024

7,708

2,543

10,251

Charge for year

-

1,073

1,073

Eliminated on disposal

(7,708

)

-

(7,708

)

At 31 March 2025

-

3,616

3,616

Net book value

At 31 March 2025

-

1,925

1,925

At 31 March 2024

2,292

1,641

3,933

5.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

6,859

288,875

Amounts owed by group undertakings

209,479

24,065

Other debtors

6,467

8,324

222,805

321,264

6.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors

82,477

68,169

Amounts owed to group undertakings

36,928

17,983

Taxation and social security

20,886

124,081

Other creditors

12,425

606,975

152,716

817,208

7.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

8.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Paul Hodgett BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

9.	Related party disclosures

At the period end date the company is owed £209,479 (2024: £24,065) by fellow subsidiaries of the group. The loans are interest free and repayable on demand.

At the period end date the company owed £33,181 (2024: £11,306) to fellow subsidiaries of the group and £3,747 (2024: £6,677) to the parent of the group. The loans are interest free and repayable on demand.

10.	Ultimate controlling party

The company's ultimate parent company is Consero Holdings Limited, a company incorporated in the UK. Their registered office is 3rd Floor 86 - 90 Paul Street, London, England, EC2A 4NE. Copies of the accounts for the company can be found at Companies House, Cardiff.