| REGISTERED NUMBER: |
| Financial Statements |
| for the Year Ended 28 February 2025 |
| for |
| Marshall Street Regeneration Limited |
| REGISTERED NUMBER: |
| Financial Statements |
| for the Year Ended 28 February 2025 |
| for |
| Marshall Street Regeneration Limited |
| Marshall Street Regeneration Limited (Registered number: 05530984) |
| Contents of the Financial Statements |
| for the Year Ended 28 February 2025 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| Marshall Street Regeneration Limited |
| Company Information |
| for the Year Ended 28 February 2025 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Chartered Accountants & Business Advisers |
| 15 Newland |
| Lincoln |
| Lincolnshire |
| LN1 1XG |
| Marshall Street Regeneration Limited (Registered number: 05530984) |
| Balance Sheet |
| 28 February 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| CURRENT ASSETS |
| Work in progress | 5 |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
8 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Revaluation reserve | 11 |
| Retained earnings | 11 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the director and authorised for issue on |
| Marshall Street Regeneration Limited (Registered number: 05530984) |
| Notes to the Financial Statements |
| for the Year Ended 28 February 2025 |
| 1. | STATUTORY INFORMATION |
| Marshall Street Regeneration Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| During the year ending 28 February 2025 there was a loss of £3,465,482 and net liabilities of £22,227,318. |
| The realisable value of the development property (£30,062,500) is significantly larger than the carrying amount (£18,564,473). Despite this, there is not sufficient headroom on the company's net liabilities but there are plans to restructure the debt. |
| The accounts are prepared on a going concern basis which assumes that the directors together with the Vinyl Factory Limited, the parent company of the group, will continue to support the Company. If this support was not to continue then the basis may not be appropriate. |
| The directors of The Vinyl Factory consider that there are sufficient assets to easily cover any potential liabilities to ensure there is no difficulty in providing sufficient support to the Company. |
| There are ongoing negotiations regarding the Group's funding structure with the bond holders which as at the date of approval of the financial statements is proceeding in a positive manner which will solidify the ability of the parent company to continue its support. |
| There are also ongoing negotiations regarding the settlement of contractual obligations to the benefit of the parent company. This relates to property development work undertaken which is coming to its conclusion. The directors are satisfied this will be a significant amount which would ensure that the parent company can continue its support of the company. |
| Having regard to the information above, the directors are therefore satisfied that the accounts should be prepared on a going concern basis. |
| 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. |
| Tangible fixed assets |
| Fixtures and fittings | - |
| Antiques and artwork | - |
| Antiques and artwork |
| Antiques and artwork are held at cost and are not depreciated as, in the opinion of the director, they will not suffer a reduction in value over time. Nonetheless, the assets will be reviewed annually for any impairment in their value. |
| Interests in long leasehold |
| The interests in long leasehold represents the ground rent portfolio from the development. The portfolio is stated at the market value based on regular external valuations (with annual reviews undertaken by the director).This is reflected in the value of the asset shown in the balance sheet, with any changes in the valuation reflected in movements in the revaluation reserve. |
| Marshall Street Regeneration Limited (Registered number: 05530984) |
| Notes to the Financial Statements - continued |
| for the Year Ended 28 February 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Work in progress |
| Work in progress comprises residential property that is in the process of being developed by the Company for resale. All such property is valued at the lower of cost and net realisable value. During development stages all costs associated with the development are held within work in progress and capitalised until the property is sold. |
| Bank charges and legal charges directly attributable to the development of the properties are capitalised and included within the cost of the asset. |
| Financial instruments |
| The facility provided by the issue of bonds was shared with other related companies and the shareholders of the company. The proportion relating to the company is shown within other loans. |
| The liability in relation to the Bond and attributable to the company may vary from year to year depending on the allocation of the cross guarantees and the ultimate shareholder guarantees. Any variation in the allocation would not impact the net assets of the company shown in the Balance Sheet. |
| 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. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was NIL (2024 - NIL). |
| 4. | TANGIBLE FIXED ASSETS |
| Interests | Fixtures | Antiques |
| in long | and | and |
| leasehold | fittings | artwork | Totals |
| £ | £ | £ | £ |
| COST OR VALUATION |
| At 1 March 2024 |
| and 28 February 2025 |
| DEPRECIATION |
| At 1 March 2024 |
| Charge for year |
| At 28 February 2025 |
| NET BOOK VALUE |
| At 28 February 2025 |
| At 29 February 2024 |
| Marshall Street Regeneration Limited (Registered number: 05530984) |
| Notes to the Financial Statements - continued |
| for the Year Ended 28 February 2025 |
| 4. | TANGIBLE FIXED ASSETS - continued |
| Cost or valuation at 28 February 2025 is represented by: |
| Plant and |
| Land and | machinery |
| buildings | etc | Totals |
| £ | £ | £ |
| Valuation in 2015 | 628,936 | - | 628,936 |
| Cost | 33,564 | 104,932 | 138,496 |
| 662,500 | 104,932 | 767,432 |
| If interests in long leasehold had not been revalued they would have been included at the following historical cost: |
| 2025 | 2024 |
| £ | £ |
| Cost | 33,564 | 33,564 |
| Interests in long leasehold were valued on an open market basis on 30 June 2015 by Jones Lang LaSalle Limited . |
| 5. | WORK IN PROGRESS |
| In February 2025 the development property was valued on an open market basis at £30,062,500 by Jones Lang LaSalle Limited. This is £11,498,027 higher than the value of £18,564,473 (the cost of acquisition and development) at which it is stated in the accounts. |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Other debtors |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Other creditors |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans |
| Amounts owed to group undertakings |
| Other creditors |
| Marshall Street Regeneration Limited (Registered number: 05530984) |
| Notes to the Financial Statements - continued |
| for the Year Ended 28 February 2025 |
| 9. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2025 | 2024 |
| £ | £ |
| Other loans | 39,464,564 | 35,876,876 |
| The loan was taken out by way of issuing a zero coupon discounted bond. The loan is secured by way of a cross guarantee over properties owned by the shareholders of the company, properties owned by Marshall Street Regeneration Limited, properties owned by related companies, The Vinyl Factory Limited and Fineyork Limited. The shareholders provide the ultimate guarantee for the bond. |
| The loan was due to mature on 31st May 2025. However a refinance of the loan meant that an interest rate of 10% per annum is now chargeable until the new maturity date of 31st January 2026. |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £1 | 100 | 100 |
| 11. | RESERVES |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 March 2024 | ( |
) | (18,761,936 | ) |
| Deficit for the year | ( |
) | ( |
) |
| At 28 February 2025 | ( |
) | (22,227,418 | ) |
| 12. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| We draw attention to note 2 in the financial statements, which indicates that there was a loss of £3,465,482 for the year ended 28 February 2025 and net liabilities of £22,227,318. |
| As stated in note 2, there are ongoing discussions regarding contractual settlements and the Group's funding structure. Whilst there are contractual documentation and correspondence to support a positive inflow of monies, we have been unable to quantify the valuation or the time frame of the economic inflow into the parent company. These events or conditions indicate that a possible material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. However the directors continue to express confidence in the support of the parent company and the financial position as a whole. Our opinion is not modified in respect of this matter. |
| In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
| 13. | CONTROLLING PARTY |
| The company's parent undertaking is The Vinyl Factory Limited. The registered office of the parent undertaking is 15 Newland, Lincoln, Lincolnshire, LN1 1XG. The principle place of business is 16-18 Marshall Street, London, W1F 7BE. |