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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
COMPANY INFORMATION
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SHOREDITCH OPCO LIMITED
CONTENTS
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SHOREDITCH OPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the Strategic Report and audited financial statements of Shoreditch Opco Limited (the 'Company') for the year ended 31 December 2025.
The Company's principal activity continued to be that of the operation of a luxury hotel in London.
The sale of the Company was successfully completed in early February 2025. The hotel continued to operate under the Nobu brand for a six-month period until early August 2025 when it closed for a short period for refurbishment and capex works, before reopening at the start of October 2025 under the Aethos brand, which has been well-received. The interruption in operations for refurbishment and capex, coupled with a phased reopening of the hotel and its facilities resulted in lower performance compared to 2024. Turnover for 2025 amounted to £12,165k, compared to £18,686k in 2024. The decrease in annual performance was driven mostly by closure of the restaurant since August 2025 as it undergoes renovation, resulting in a 48% decrease in revenue in F&B compared to 2024. Room revenue declined by 27% year-on-year, as the rooms refurbishment was completed in a shorter timeframe. Despite the lower turnover in 2025, tight cost control resulted in only a slight increase in operating losses, from -£774k in 2024 to -£786k in 2025. Interest payable also declined significantly from £743k in 2024 to £20k in 2025, resulting in a loss for the full year 2025 of £799k compared to £1,506k in 2024.
Looking to 2026, the Aethos members club opened on the 1 January 2026 and the Mitsu restaurant (new Japanese F&B concept) is expected to be fully operational by end of April 2026. This will return the hotel to full operational capacity with all F&B outlets and rooms operational.
The main risks and uncertainties impacting the company in 2025 was the closure for refurbishment coupled with the new opening and positioning of the Aethos brand to the London market. The Company is also subject to external risks including market and demand risk such as competition risk in a relatively saturated market. The Company believes this risk is mitigated by its differentiated offering including its membership club and new F&B concept launching in H1 2026. Human capital cost remains relevant as this forms a large cost driver for the business, however, through a dedicated senior HR leader overseeing human resources combined with close work alongside hotels Director of Finance these costs and risks are revised on a rolling basis and managed to ensure stability both financially and operationally. Licensing risks remain minimal as the hotel operates under strict leadership and adherence to current license in place. Inflation risk remains, particularly relating to wage and energy price inflation, however, this is being closely managed to mitigate the impact as much as possible. Liquidity risk is deemed to be low, and the directors have confirmed the intention and ability of the ultimate controlling party to provide liquidity if required by the Company for at least the following 12 months from the date of these financial statements.
Turnover for 2025 amounted to £12,165k, compared to £18,686k in 2024. The Company achieved an occupancy rate of 72% (down from 77% in 2024) with an average room rate of £256.21 (down from £259.71 in 2024) for the year ended 31 December 2025 as the hotel operations were impacted by the ongoing renovations. The decrease in annual performance was driven mostly by closure of the restaurant from August 2025 as it undergoes renovation, resulting in a 48% decline in F&B revenues year-on-year. Rooms revenue was less impacted as they were closed for a shorter period (rooms available -26% vs 2024) coupled with a resilient ADR throughout rebranding (ADR -1% vs 2024,) resulting in a final rooms revenue shortfall of -27% vs 2024.
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SHOREDITCH OPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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SHOREDITCH OPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The loss for the year, after taxation, amounted to £799,045 (2024: loss of £1,505,536).
No dividends were paid in the year (2024: £Nil). The directors do not recommend the payment of any final dividends.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company indemnifies the directors against any and all liabilities, actions, proceedings, claims, costs, demands, damages and expenses (including legal fees) incurred or threatened arising out of or in connection with or relating to or resulting from being or having acted as directors of the Company.
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SHOREDITCH OPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company has chosen to set out information required to be contained in the Directors' Report by medium-sized Companies (Accounts and Reports) Regulations 2008, Sch. 7 in the Strategic Report, in accordance with Companies Act 2006, s. 414C(11). It has done so in respect of risk exposure and future developments.
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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SHOREDITCH OPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED
We have audited the financial statements of Shoreditch Opco Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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SHOREDITCH OPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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SHOREDITCH OPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified the principal risks of non-compliance with laws and regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax and sales tax.
We evaluated management's incentives and opportunities or fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙inspecting correspondence with regulators and tax authorities;
∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
∙evaluating management's controls designed to prevent and detect irregularities;
∙identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and
∙challenging assumptions and judgements made by management in their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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SHOREDITCH OPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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SHOREDITCH OPCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
REGISTERED NUMBER: 13763097
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 27 form part of these financial statements.
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SHOREDITCH OPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Shoreditch Opco Limited is a private company, limited by shares and incorporated in England and Wales. The Company's registered number is 13763097 and its registered office address is Aethos London Shoreditch, 10-50 Willow Street, London, England, EC2A 4BH.
The Company's principal activity is disclosed within the Strategic Report.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the entity and rounded to the nearest £.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis. The directors have prepared forecasts and cash flow projections for the Company and its immediate parent that owns the long lease of the hotel, for a period of at least 12 months from the date of approval of these financial statements. These forecast cover the future expected trade under the new Aethos brand.
The forecasts show that the company is expected to have sufficient cash to meet its liabilities as and when they fall due. The forecasts show that the company does not expect to have the ability to repay its other loans balances in full, if these were to be demanded. Amethyst Fund II SCSp, the ultimate controlling party, has confirmed their intention to continue to provide financial support to the company for at least 12 months from the date of approval of these financial statements, whether through new funding or ensuring current finding is not withdrawn, and the directors are satisfied they have the ability to do so. The directors therefore consider that the Company will have adequate resources to meet its liabilities as they fall due for the foreseeable future. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue from food and beverage sales is recognised at the point of sale, as this is the stage at which the economic benefits flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes.
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following bases:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
At each reporting date, the Company reviews the carrying amounts of its intangible and tangible fixed assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment is recognised immediately in profit or loss.
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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. The directors do consider the following to be the sources of critical judgements or estimation uncertainty in relation to these financial statements: Fixed Asset Impairment Fixed assets are subject to an impairment review whenever an indicator of impairment is present. An impairment review has been completed at the reporting date to identify the recoverable value of the cash-generating unit which has been identified as the hotel. The hotel assets are held by this company and its parent, Blackall Propco Ltd. The carrying value has therefore been considered in total for the purposes of the impairment review. An impairment review has been completed at the reporting date to identify the recoverable value of the asset. Management considered both the fair value, using a valuation report as at 31 December 2025 prepared by Cushman & Wakefield and a value in use calculation prepared internally. Both of these calculations used estimates on future trading expectations and costs, as well as making a judgment on appropriate discount rates and capitalisation rates. The value in use was identified as the higher value, due to planned strategic changes in the way the hotel operates and the legal structure of the group, and therefore identified as the recoverable amount. This indicated that impairment was required however this has all been allocated to the Long-leasehold property cost held in Blackall Propco Ltd on the basis the impairment is on the leasehold cost rather than the recent refurbishments. If the assumptions that feed into the impairment review differ from the actual events that occur then there could be a material impact on the impairment charge and a charge recognised on the fixed assets held by this company. Recoverability of intercompany debtors The Company incurs costs and makes payments on behalf of associated undertakings, which give rise to debtor balances owed by these companies. At each reporting date, the Company evaluates the recoverability of amounts owed by associated undertakings based on their current financial position, forecast future financial performance and other factors. The actual level of debtors collected in future periods may differ from the estimated levels of recovery based on the Company's judgement, which could impact operating results positively or negatively.
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHOREDITCH OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Capital contribution reserve
Profit and loss account
The Company's immediate parent undertaking is Blackall Propco Limited, a company registered in Jersey with registered office address of 13-14 Esplanade, St Helier, Jersey, JE4 5UR.
Following Blackall Propco Limited being acquired on 5 February 2025, the Company's ultimate controlling party is now Amethyst Fund II SCSp, a company registered in Luxembourg.
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