Company No:
Contents
| DIRECTORS | R B Gershon |
| G D Thwaites |
| REGISTERED OFFICE | 35 Ballards Lane |
| London | |
| N3 1XW | |
| United Kingdom |
| COMPANY NUMBER | 09138032 (England and Wales) |
| ACCOUNTANTS | Berg Kaprow Lewis LLP |
| 35 Ballards Lane | |
| London | |
| N3 1XW |
The directors present their annual report on the affairs of the company and the group, together with the financial statements, for the financial year ended 31 July 2025.
PRINCIPAL ACTIVITIES
GOING CONCERN
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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Approved by the Board of Directors and signed on its behalf by:
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R B Gershon
Director |
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law 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 Standard applicable in the UK and Republic of Ireland”. Under company 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 company and group and of the profit or loss of the group for that financial 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; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and group and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We comply with the ethical and other professional requirements of the Institute of Chartered Accountants in England and Wales (ICAEW) which are detailed at www.icaew.com/regulation.
It is your duty to ensure that Tranos (UK) Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Tranos (UK) Limited. You consider that Tranos (UK) Limited is exempt from the statutory audit requirement for the financial year.
We have not been instructed to carry out an audit or a review of the financial statements of Tranos (UK) Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Accountants
London
N3 1XW
| 2025 | 2024 | |||
| £ | £ | |||
| Turnover |
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| Cost of sales | (
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| Gross profit |
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| Administrative expenses | (
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| Other operating income |
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| Operating (loss)/profit | (
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| Other non-operating income |
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| (Loss)/profit before interest and taxation | (9,427) | 347,068 | ||
| Interest receivable and similar income | (
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| Interest payable and similar expenses | (
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| Loss before taxation | (
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| Tax on loss |
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| Loss for the financial year | (
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive loss | (
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| Total comprehensive loss attributable to: | ||||
| Owners of the parent | (
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| Non-controlling interests | (
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| (2,464,678) | (1,298,356) |
There were no items of other comprehensive income or losses for the current or prior year other than those included in the Statement of Comprehensive Income, accordingly no Statement of Comprehensive Income is presented.
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 4 |
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| 300,840 | 300,745 | |||
| Current assets | ||||
| Stocks | 5 |
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| Debtors | 6 |
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| Investments | 7 |
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| Cash at bank and in hand |
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| 61,074,392 | 58,064,324 | |||
| Creditors: amounts falling due within one year | 8 | (
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| Net current assets | 1,118,635 | 4,377,426 | ||
| Total assets less current liabilities | 1,419,475 | 4,678,171 | ||
| Creditors: amounts falling due after more than one year | 9 | (
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| Net liabilities | (16,675,747) | (14,211,117) | ||
| Capital and reserves | 10 | |||
| Called-up share capital |
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| Profit and loss account | (
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| Equity attributable to owners of the parent company | (15,802,332) | (14,005,699) | ||
| Non-controlling interests | (
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| (16,675,747) | (14,211,117) |
Directors' responsibilities:
The financial statements of Tranos (UK) Limited (registered number:
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R B Gershon
Director |
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 4 |
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| 3,972,763 | 3,972,813 | |||
| Current assets | ||||
| Stocks | 5 |
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| Debtors | 6 |
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| Investments | 7 |
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| Cash at bank and in hand |
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| 35,164,858 | 34,745,353 | |||
| Creditors: amounts falling due within one year | 8 | (
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| Net current liabilities | (18,655,708) | (19,154,439) | ||
| Total assets less current liabilities | (14,682,945) | (15,181,626) | ||
| Net liabilities | (14,682,945) | (15,181,626) | ||
| Capital and reserves | 10 | |||
| Called-up share capital |
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| Profit and loss account | (
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| Total shareholder's deficit | (14,682,945) | (15,181,626) |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit of the parent company was £498,681 (2024: profit of £989,937).
Directors' responsibilities:
The financial statements of Tranos (UK) Limited (registered number:
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R B Gershon
Director |
| Called-up share capital | Profit and loss account | Equity attributable to owners of parent company | Non-controlling interests | Total | |||||
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| Total comprehensive loss |
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| Other movement |
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| At 31 July 2024 |
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| At 01 August 2024 |
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| Loss for the financial year |
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| Total comprehensive loss |
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| Other movement |
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| At 31 July 2025 |
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| Called-up share capital | Profit and loss account | Total | |||
| £ | £ | £ | |||
| At 01 August 2023 |
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| Profit for the financial year |
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| Total comprehensive income |
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| At 31 July 2024 |
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| At 01 August 2024 |
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| Total comprehensive income |
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| At 31 July 2025 |
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Tranos (UK) Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the group's registered office is 35 Ballards Lane, London, N3 1XW, United Kingdom.
The principal activities of the company are those of the development of building projects and providing bridging loan finance. The group's principal activities are the origination and administration of short to medium-term bridging finance loans in the UK property sector, as well as the acquisition, development, refurbishment, sale and letting of residential housing in mainland UK.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The Group has chosen to voluntarily prepare consolidated financial statements. These consolidated financial statements are not required under the Companies Act 2006, as the Group qualifies as small, but have been prepared to present the financial position and performance of the Group as a whole.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements and will be able to meet its debts as they fall due.
The Group made a loss of £2,464,678 during the year and had net liabilities at the year end of £16,675,747.
The Group is reliant on the ongoing support from its shareholder which has confirmed its intention and ability to provide this support.
As a result, the directors are confident that the Group's support from the parent entity is sufficient to support the business in the foreseeable future, and accordingly, consider it appropriate to prepare the financial statements on a going concern basis.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Turnover represents the sale proceeds of property sales completed in the year and interest received on the provision of bridging loan finance.
Turnover on the sale of property is recognised on each completed sale by recognising the proportional cost of the property sold in the profit and loss account at the date of completion.
Interest on the provision of bridging loan finance is recognised in the period to which it relates.
Other operating income is recognised in the period to which it relates
Defined contribution schemes
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under
which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| Computer equipment |
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The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account.
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in non-puttable ordinary shares.
Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit or loss.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and 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.
Investments
An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate.
The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| Number | Number | Number | Number | ||||
| The average monthly number of employees (including directors) was: | |||||||
| Directors |
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| Employees |
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Their aggregate remuneration comprised:
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Wages and salaries |
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| Social security costs |
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| Other retirement benefit costs |
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| 205,760 | 307,416 | 205,760 | 307,416 |
Group
| Computer equipment | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 August 2024 |
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| At 31 July 2025 |
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| Accumulated depreciation | |||
| At 01 August 2024 |
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| At 31 July 2025 |
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| Net book value | |||
| At 31 July 2025 | 0 | 0 | |
| At 31 July 2024 | 0 | 0 |
Company
| Computer equipment | Total | ||
| £ | £ | ||
| Cost | |||
| At 01 August 2024 |
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| At 31 July 2025 |
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| Accumulated depreciation | |||
| At 01 August 2024 |
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| At 31 July 2025 |
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| Net book value | |||
| At 31 July 2025 | 0 | 0 | |
| At 31 July 2024 | 0 | 0 |
Group
| Investments in associates | Other investments | Total | |||
| £ | £ | £ | |||
| Cost or valuation before impairment | |||||
| At 01 August 2024 |
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| Additions |
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| Disposals |
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| At 31 July 2025 |
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| Carrying value at 31 July 2025 |
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| Carrying value at 31 July 2024 |
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Company
| Investments in subsidiaries | Investments in associates | Other investments | Total | ||||
| £ | £ | £ | £ | ||||
| Cost or valuation before impairment | |||||||
| At 01 August 2024 |
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| Disposals |
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| At 31 July 2025 |
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| Carrying value at 31 July 2025 |
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| Carrying value at 31 July 2024 |
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Investments in subsidiaries
The following were subsidiary undertakings of the company:
| Name of entity | Registered office | Class of shares |
Ownership 31.07.2025 |
Ownership 31.07.2024 |
Held |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Indirect |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Indirect |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Indirect |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
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35 Ballards Lane, London, England, N3 1XW |
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Indirect |
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35 Ballards Lane, London, England, N3 1XW |
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Indirect |
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35 Ballards Lane, London, England, N3 1XW |
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Indirect |
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35 Ballards Lane, London, England, N3 1XW |
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Direct |
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Stocks |
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| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade debtors |
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| Amounts owed by group undertakings (note 12) |
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| VAT recoverable |
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| Corporation tax |
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| Other debtors |
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| Prepayments and accrued income |
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| 2025 | 2024 | ||
| £ | £ | ||
| Bridging loans |
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| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Bank loans (secured) |
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| Other loans (secured) |
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| Trade creditors |
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| Amounts owed to group undertakings (note 12) |
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| VAT |
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| Accruals and deferred income |
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| Other creditors |
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The above bank loans and other loans secured include facilities held by the Company and its subsidiary undertakings which are secured by charges over properties, stock and other assets of subsidiary companies. Certain facilities are further supported by debentures over company assets, personal guarantees provided by directors, and also includes a negative pledge.
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Bank loans and overdrafts (secured) |
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| Other loans (secured) |
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| Bank loans | |||
| Group | Group | ||
| 2025 | 2024 | ||
| £ | £ | ||
| Between one and two years |
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| Between two and five years |
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| After five years |
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| On demand or within one year |
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| 19,567,424 | 21,865,501 |
| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| Presented as follows: | |||
| Called-up share capital presented as equity | 4,000,100 | 4,000,100 |
Pensions
The group operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
| Group | Group | Company | Company | ||||
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Unpaid contributions due to the fund (inc. in other creditors) |
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The Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.
Management fee income of £450,000 (2024: £100,278) and interest income of £472,035 (2024: £209,739 ) was received from associated companies. Balances of £7,472,182 (2024: £5,889,559) was due from these associated companies at year end.
A commercial loan of £100,000 (2024: £100,000), incurring interest at 10% annually is due to an other related party. The loan is repayable on demand.
Consulting fees of £50,000 (2024: £90,000) has been paid to an other related party.
The ultimate parent undertaking is Kenarba LLP, a limited liability partnership registered in Guernsey. The registered office is Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR.