REGISTERED NUMBER: 03718173 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

THREADNEEDLE ESTATES LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

7

DIRECTORS:

P F J McDonnell

M A Ratcliffe

L M Baker

REGISTERED OFFICE:

28 Wilton Road

Bexhill on Sea

East Sussex

TN40 1EZ

REGISTERED NUMBER:

03718173 (England and Wales)

ACCOUNTANTS:

Ashdown Hurrey

Chartered Accountants & Business Advisers

20 Havelock Road

Hastings

East Sussex

TN34 1BP

FIXED ASSETS

Investments

4

100

100

Investment property

5

2,313,303

400,000

2,313,403

400,100

CURRENT ASSETS

Debtors

6

5,415,407

5,479,643

Cash at bank

8,857

34,282

5,424,264

5,513,925

CREDITORS

Amounts falling due within one year

7

3,063,018

2,188,187

NET CURRENT ASSETS

2,361,246

3,325,738

TOTAL ASSETS LESS CURRENT LIABILITIES

4,674,649

3,725,838

CREDITORS

Amounts falling due after more than one year

8

1,133,000

-

NET ASSETS

3,541,649

3,725,838

CAPITAL AND RESERVES

Called up share capital

100

100

Other reserves

1

1

Retained earnings

3,541,548

3,725,737

3,541,649

3,725,838

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 May 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 May 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2026 and were signed on its behalf by:

P F J McDonnell - Director

1.	STATUTORY INFORMATION

Threadneedle Estates Ltd 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

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents amounts receivable by the company in respect of rent receivable during the period.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Investment property

Investment property, which is property held to earn rentals and/or capital appreciation, is initially recognised at cost, which includes purchase cost and directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit and loss and then transferred to a revaluation reserve.

Financial instruments

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Going concern

Based on the directors review of the company's expected performance and projected cash flows, the directors have concluded that these financial statements should be prepared on a going concern basis.The company continues to have the support of the parent company, TNC Group Holdings Limited.

Exemption from audit by parent guarantee

For the year ending 31/05/2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 June 2024

and 31 May 2025

100

NET BOOK VALUE

At 31 May 2025

100

At 31 May 2024

100

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 June 2024

400,000

Additions

1,913,303

At 31 May 2025

2,313,303

NET BOOK VALUE

At 31 May 2025

2,313,303

At 31 May 2024

400,000

Investment property was valued on an open market basis on 31 May 2024 by the directors.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.5.25

31.5.24

£

£

Trade debtors

2,636

-

Amounts owed by group undertakings

5,202,376

5,476,942

Other debtors

209,172

-

Prepayments and accrued income

1,223

2,701

5,415,407

5,479,643

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.5.25

31.5.24

£

£

Bank loans and overdrafts

295,000

-

Trade creditors

6,252

1,572

Amounts owed to group undertakings

2,720,719

2,141,679

Tax

34,176

32,487

Accrued expenses

6,871

12,449

3,063,018

2,188,187

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.5.25

31.5.24

£

£

Bank loans more 5 yrs non-inst

1,133,000

-

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Bank loans more 5 yrs non-inst

1,133,000

-

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.5.25

31.5.24

£

£

Bank loans

1,428,000

-

Yorkshire Building Society holds a charge over the properties known as Merton House, fixed charges are held as well as containing a negative pledge on each charge,

Combined Counties Properties Ltd hold a charge over a property in Kings Gardens with a negative pledge also.

10.	RELATED PARTY DISCLOSURES

In February 2025, long leasehold interest in property known as Merton House was transferred from KSD Support Services Ltd for financing purposes and a loan of £1.1m released, this was used to pay off other borrowing in related companies.

As such the company is involved with financing arrangements within the group, and provides banking facilities to its subsidiary, Stanmer Stables Ltd. At the year end an amount of £5,202,376.39 ((2024: £5,476,942 )was owed by Stanmer Stables Ltd.

£184,877 is also owed by Utilec Properties Ltd and £24,294 by KSD Air which are companies under common control.

£1,709,743 was owed to TNC Group Holdings the parent company and £1,010,976 to KSD Support Services Ltd another group company.

The directors messrs McDonnell and Ratcliffe and Miss Baker have provided personal guarantee to the Yorkshire Bank in respect of the loan finance received of £200,000 plus interest and costs.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Threadneedle Estates Ltd for the year ended 31 May 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at icaew.com/membershandbook.

This report is made solely to the Board of Directors of Threadneedle Estates Ltd, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Threadneedle Estates Ltd and state those matters that we have agreed to state to the Board of Directors of Threadneedle Estates Ltd, as a body, in this report in accordance with icaew.com/compilation. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Threadneedle Estates Ltd and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Threadneedle Estates Ltd 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 Threadneedle Estates Ltd. You consider that Threadneedle Estates Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Threadneedle Estates Ltd. 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.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Threadneedle Estates Ltd for the period ended 31 May 2025 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.

As a professional firm regulated by the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the directors of Threadneedle Estates Ltd in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Threadneedle Estates Ltd and state those matters that we have agreed to state to the directors of Threadneedle Estates Ltd in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Threadneedle Estates Ltd and its directors for our work or for this report.

It is your duty to ensure that Threadneedle Estates Ltd 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 profit of Threadneedle Estates Ltd. You consider that Threadneedle Estates Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Threadneedle Estates Ltd. 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.

Ashdown Hurrey

Chartered Accountants & Business Advisers

20 Havelock Road

Hastings

East Sussex

TN34 1BP

29 May 2026