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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FESTIVAL RETAIL PROPERTIES LIMITED
COMPANY INFORMATION
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FESTIVAL RETAIL PROPERTIES LIMITED
CONTENTS
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FESTIVAL RETAIL PROPERTIES LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Festival site comprises a retail property containing a substantial number of individual units occupied by a diverse range of commercial tenants operating across various industry sectors.
The Festival asset was acquired on 16 April 2025 for a total consideration of £99.1M, representing a key addition to the Group’s income-producing real estate portfolio. The acquisition aligns with the Group’s strategy of targeting high-quality retail assets with strong asset management potential.
On 16 June 2025, Festival secured external financing from Natixis in the amount of £55M to partially fund the acquisition.
At the time of acquisition, the asset generated a Net Operating Income (NOI) of approximately £11M, as identified during the due diligence process. We have identified a clear opportunity to enhance the asset’s income profile, with a target NOI of approximately £14 Million over the medium term. The Festival retail site remains in the early stages of ownership; however, it is already generating profits and operational efficiencies have improved throughout the period. The directors are encouraged by the site's performance to date and expect this positive trajectory to continue in the foreseeable future.
This anticipated growth is expected to be driven by an active asset management strategy, including:
• introduction of new tenants to strengthen the overall tenant mix, • optimisation and re-gearing of existing lease agreements, and • targeted capital investment in the asset to support repositioning and improve overall performance. We believe that these initiatives will enhance both the income stability and long-term value of the asset.
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FESTIVAL RETAIL PROPERTIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors consider the below metrics to be the key performance metrics:
This is the first accounting period for the Company. Whilst the KPI metrics are being tracked and considered by the directors they do not believe it would be appropriate to provide any further analysis of them at this time.
Principal risks and uncertainties
The directors have carried out a robust assessment of the principal risks facing the Company. The summary below details the key financial risk identified as material to the Company’s future performance, solvency, and cash flows, alongside management's strategy to mitigate the impact.
Interest Rate Volatility:
The Company maintains a significant, long-term bank loan (see Note 11 for details) to fund its acquisition of the retail site.
As the facility is subject to variable interest rates tied to SONIA, the Company is directly exposed to UK interest rate movements. Additionally the loan is expected to mature during the useful life of the site at which point movements in the base rate will impact long term re-financing.
Upward movements in the UK base rate of interest could therefore impact the companies medium to long term profitability as loan facility rates would become less favourable.
The directors have sought to mitigate this risk in the short term with interest rate swaps and will continue to consider hedging opportunities where appropriate.
This report was approved by the board on 11 August 2026 and signed on its behalf.
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FESTIVAL RETAIL PROPERTIES LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements for the period ended 31 December 2025.
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 judgments and accounting estimates that are reasonable and prudent; and
∙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 profit for the period, after taxation, amounted to £5,966,618.
No dividends declared during the period.
The directors who served during the period were:
Suppliers
The Company operates a collaborative approach with its major suppliers in order to facilitate the best business relationships as possible.
Customers
The relationship with the Company’s tenants is a key point for management, a managing agent is used to liaise with and attend to the tenants, these management agents are aware of the importance of a continued relationship with each tenant and as such they ensure that best practice is followed to foster strong relationships.
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FESTIVAL RETAIL PROPERTIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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FESTIVAL RETAIL PROPERTIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FESTIVAL RETAIL PROPERTIES LIMITED
We have audited the financial statements of Festival Retail Properties Limited (the 'Company') for the period ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, 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).
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.
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.
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FESTIVAL RETAIL PROPERTIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FESTIVAL RETAIL PROPERTIES LIMITED (CONTINUED)
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 period 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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FESTIVAL RETAIL PROPERTIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FESTIVAL RETAIL PROPERTIES 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:
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. The following laws and regulations were identified as being of significance to the entity:
∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax legislation and distributable profits legislation.
∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements, in particular laws and regulations around planning and lettings.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud. No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
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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FESTIVAL RETAIL PROPERTIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FESTIVAL RETAIL PROPERTIES 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 Wilder Coe Ltd
Chartered Accountants & Statutory Auditors
1st Floor, Sackville House 143-149 Fenchurch Street London EC3M 6BL Date:
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FESTIVAL RETAIL PROPERTIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FESTIVAL RETAIL PROPERTIES LIMITED
REGISTERED NUMBER: 16139907
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 21 form part of these financial statements.
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FESTIVAL RETAIL PROPERTIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Festival Retail Properties Ltd (Company number: 16139907), having its registered office at Enterprise House, First Floor, 2 The Crest, London, England, NW4 2HN, is a private limited company incorporated in England and Wales on 17 December 2024.
The principal place of business is Festival Place 18-20 Church St, Basingstoke, RG21 7LJ.
This is the Company's first accounting period, commencing on 17 December 2024, the date of incorporation, and ending on 31 December 2025.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.
The Company's functional and presentational currency is GBP.
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙The requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙The requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙The requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,12.29(a), 12.29(b) and 12.29A;
∙The requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Nakashi LLP as at 31 December 2025 and these financial statements may be obtained from the location detailed in note 14.
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. they are incurred.
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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 basis:
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.
The Investment property was acquired in the current year and its value has been determined through an independent valuation performed prior to the acquisition of the asset In combination with a consideration around both market and property specific changes since the date of the valuation. Investment properties are included in the fixed asset register as long-term leasehold property. Changes in fair value are recognised in Statement of Comprehensive Income.
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company only enters into basic financial instrument 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 and loans to related parties.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date.
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to the Statement of Comprehensive Income.
Tax is recognised in the Statement of Comprehensive Income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the United Kingdom where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Company has incurred costs totalling £1,439,361 in the period relating to works on the units, these costs have yet to be appropriately classified on the tax return.
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
All share capital is ordinary share capital with full voting rights attached. Each share has a nominal value of £1 but was issued at a premium of £45,149 per share, the aggregate value of the share premium account at the period end is £45,149,000.
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FESTIVAL RETAIL PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
As at 31 December 2025 the Company's immediate parent undertaking was Nakashi LLP, a Limited Liability Partnership incorporated in England and Wales.
As at 31 December 2025 the Company's ultimate parent undertaking was Eastgate Property 3 LLC, a company incorporated in the USA. The group in which the Company's results are consolidated is headed by Nakashi LLP. The consolidated accounts may be obtained from: Enterprise House First Floor 2 The Crest London NW4 2HN There is no smaller or larger group in which the Company's results are consolidated.
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