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Registered number: 00489113










CHELSEA HARBOUR LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
CHELSEA HARBOUR LIMITED
 
 
COMPANY INFORMATION


Directors
M Steinberg 
S Collins 
N Cole 




Registered number
00489113



Registered office
219 Harbour Yard
Chelsea Harbour

London

SW10 0XD




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
CHELSEA HARBOUR LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 24


 
CHELSEA HARBOUR LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their Strategic Report for the financial year ended 31 December 2025.

Introduction
 
Business review
 
During the year ended 31 December 2025, the Company delivered a strong and resilient operational performance. Occupancy levels remained consistently high, with only minimal movement throughout the period, while rental income continued to grow, reflecting sustained occupier demand and the effectiveness of the Company’s proactive asset management strategy.

The fair value of the Company’s investment property increased from £331,425,000 to £350,000,000 as at 31 December 2025. This uplift was achieved against a backdrop of cautiously improving sentiment within the UK commercial property market, where recovery remains uneven and increasingly dependent on asset quality, supply constraints, and specialist positioning.

Within this context, the Design Centre Chelsea Harbour continues to demonstrate the characteristics of a prime, best-in-class asset. Its globally recognised concentration of luxury showrooms, leading design brands, and curated events underpins its position as a distinctive, experience-led destination. The asset benefits from strong occupier demand and limited direct competition, aligning with investor preference for high-quality, operationally vibrant environments. This positioning supports its long-term resilience and reinforces its status as a differentiated and defensible asset within an increasingly selective investment market.

Notwithstanding these positive fundamentals, the Board remains mindful of the potential for rapid changes in investor sentiment and consumer behaviour. The Company will therefore continue to monitor market conditions, valuation movements, and occupier trends closely to inform its ongoing strategic approach.

Principal risks and uncertainties
 
The Company is exposed to a range of principal risks that could affect its operational and financial performance. These include financing and liquidity risk, property valuation risk, tenant credit risk, occupancy risk and third-party risk. Each of these is actively managed within the Company’s established risk management framework.

Finance and cash flow risk

The Company operates within a wider group structure that utilises external debt financing. The current loan facility matures in December 2026. To manage liquidity and refinancing risk, the Company prepares detailed long-term cash flow forecasts and financing projections, which are subject to regular review and updated for changes in market conditions. This approach supports ongoing financial resilience and alignment with the Company’s strategic objectives.With respect to the refinacing and as discussed in note 2.4 the directors directors have undertaken a comprehensive refinancing process and discussions with prospective lenders are well advanced. The directors have a high degree of confidence that replacement financing will be secured well in advance of the current facility's maturity.

Property Value Risk

The valuation of the Company’s investment property is inherently sensitive to market conditions, including changes in interest rates, macroeconomic factors, and investor sentiment. Movements in valuation may impact the Company’s balance sheet and, in certain scenarios, its financing arrangements or strategic plans. The Company mitigates this risk through regular independent valuations, active monitoring of market data, and ongoing engagement with lenders and other stakeholders.




 
Page 1

 
CHELSEA HARBOUR LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Tenant Credit Risk

The Company’s income stream is dependent on the financial stability of its tenant base. A material tenant default could adversely affect rental income and cash flow. To mitigate this risk, the Company undertakes rigorous credit assessments at the point of lease inception and maintains ongoing monitoring of tenant performance. The diversity and quality of the tenant mix further support income resilience.

Occupancy Risk

A decline in occupancy levels could negatively affect rental income and profitability. As at 31 December 2025, occupancy remained strong at 96% (2024: 99%), excluding landlord-occupied and development areas. The Company continues to prioritise active asset management, close tenant engagement, and targeted marketing initiatives to sustain high occupancy and tenant retention.

Third-Party Risk

The Company relies on third-party providers for key services, including property management, maintenance, and development. Underperformance or failure by these providers could disrupt operations or give rise to compliance risks. To mitigate this exposure, the Company engages experienced and reputable service providers and undertakes regular performance monitoring and review.

Key performance indicators
 
The directors consider occupancy to be a primary driver of financial performance and a key indicator of asset strength. The Company maintained an occupancy rate of 96% as at 31 December 2025 (2024: 99%), excluding landlord-occupied and development areas. This sustained level of occupancy reflects the continued attractiveness of the asset and the effectiveness of the Company’s leasing and asset management strategy.


This report was approved by the board and signed on its behalf.



................................................
M Steinberg
Director

Date: 28 July 2026

Page 2

 
CHELSEA HARBOUR 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.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 of the profit or loss of the Company for that period.

 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 2006They 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 directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Results and dividends

The profit for the year, after taxation, amounted to £24,837,000 (2024: £10,552,000).

During the period no dividends were paid (2024: none).

Directors

The directors who served during the year were:

M Steinberg 
S Collins 
N Cole 

Future developments

Management intend to further develop the property held by the Company.  

Page 3

 
CHELSEA HARBOUR LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Matters covered in the Strategic Report

Information in relation to the fair review of the business and risk management policies of the Company, required by Schedule 7 of the Large and Medium Companies and Groups (Accounts and Reports) Regulations 2008, has been included in the Strategic Report in Accordance with Section 414C (11) of the Companies Act 2006.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors


The auditorsHaysMac LLPwill 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.
 



................................................
M Steinberg
Director

Date: 28 July 2026

Page 4

 
CHELSEA HARBOUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR LIMITED
 

Opinion


We have audited the financial statements of Chelsea Harbour 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 Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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.


Conclusions relating to going concern


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.


Page 5

 
CHELSEA HARBOUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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.


Matters on which we are required to report by exception
 

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.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
CHELSEA HARBOUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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 that the principal risks of non-compliance with laws and regulations related to Company and tax law, 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, payroll tax and sales tax.

We evaluated management's incentives and opportunities for 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 to revenue and management bias in preparing 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 which exhibited characteristics we had identified as potentially being indicative of irregularities; and
challenging assumptions and judgements made by management in their critical accounting estimates, principally being the investment property valuation.


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.


Page 7

 
CHELSEA HARBOUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CHELSEA HARBOUR LIMITED (CONTINUED)


Use of our report
 

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 2006Our 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.



Ian Daniels (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

28 July 2026
Page 8

 
CHELSEA HARBOUR LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£000
£000

Turnover
 4 
17,707
17,824

Administrative expenses
  
(7,572)
(9,608)

Other operating income
 5 
2,294
2,069

Surplus on property revaluation
 12 
16,438
245

Operating profit
 6 
28,867
10,530

Interest payable and similar expenses
 9 
(6)
(3)

Profit before tax
  
28,861
10,527

Tax on profit
 10 
(4,024)
25

Profit for the financial year
  
24,837
10,552

There was no other comprehensive income for the year ended 31 December 2025 (2024: £nil).

The notes on pages 12 to 24 form part of these financial statements.

Page 9

 
CHELSEA HARBOUR LIMITED
REGISTERED NUMBER: 00489113

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£000
£000

Fixed assets
  

Investment property
 12 
350,000
331,425

Current assets
  

Debtors
 13 
4,710
4,040

Cash at bank and in hand
 14 
1,903
1,882

  
6,613
5,922

Creditors: amounts falling due within one year
 15 
(232,588)
(242,183)

Net current liabilities
  
 
 
(225,975)
 
 
(236,261)

Total assets less current liabilities
  
124,025
95,164

Provisions for liabilities
  

Deferred tax
 16 
(41,831)
(37,807)

Net assets
  
82,194
57,357


Capital and reserves
  

Non distributable reserve
 18 
(1,862)
(14,190)

Profit and loss account
 18 
84,056
71,547

  
82,194
57,357


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
M Steinberg
................................................
S Collins
Director
Director


Date: 28 July 2026
Date:28 July 2026

The notes on pages 12 to 24 form part of these financial statements.

Page 10

 
CHELSEA HARBOUR LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Non distributable reserve
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2024
(13,999)
60,804
46,805



Profit for the year
-
10,552
10,552

Transfer to/from profit and loss account
(191)
191
-



At 1 January 2025
(14,190)
71,547
57,357



Profit for the year
-
24,837
24,837

Transfer to/from profit and loss account
12,328
(12,328)
-


At 31 December 2025
(1,862)
84,056
82,194


The notes on pages 12 to 24 form part of these financial statements.

Page 11

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Chelsea Harbour Limited is a private Company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 00489113 and registered office address is 219 Harbour Yard Chelsea Harbour, London, SW10 0XD. 

The Company's principal activity is property investment and the provision of property management services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 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:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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 7 Statement of Cash Flows;
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 Chelsea Harbour Estates Limited as at 31 December 20245 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on the going concern basis. 

The Company is a property-owning entity within the Chelsea Harbour Estates sub-group and the wider CHEL Shares LLP group. It owns the Group's principal investment property and generates the majority of the Group's recurring rental income and underlying property value.

The Company is financed by its immediate parent undertaking, Chelsea Harbour Estates Limited, through the onward funding of the Group's external borrowing arrangements. As the external debt is serviced primarily from the Company's operating cash flows, the financial performance and cash generation of the Company are intrinsically linked to those of the wider Group. Accordingly, the directors have assessed the Company's ability to continue as a going concern by considering the financial position and prospects of the Group as a whole.

In assessing the appropriateness of the going concern basis, the directors have reviewed detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts incorporate assumptions regarding forecast rental income, operating expenditure, capital expenditure, financing costs and compliance with the Group's lending covenants. 

The Group's existing external borrowing facilities mature in December 2026. The directors have undertaken a comprehensive refinancing process and discussions with prospective lenders are well advanced. Based on the significant progress made to date, the level of lender engagement and the strength of the underlying property asset and operating performance, the directors have a high degree of confidence that replacement financing will be secured well in advance of the current facility's maturity.

Furthermore, as an additional contingency, the directors have held constructive discussions regarding the availability of a short-term extension to the existing facilities should this ever be required to facilitate an orderly completion of the refinancing process. Accordingly, the directors do not consider there to be a realistic risk that the Group would be unable to meet its obligations as they fall due.

Having considered the matters set out above, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements. The directors have therefore concluded that it remains appropriate to prepare the financial statements on the going concern basis and that no material uncertainty exists in relation to the Company's ability to continue as a going concern.

  
2.5

Functional currency

The Company's financial statements are presented in pounds sterling, which is also the Company's functional currency. Amounts are rounded to the nearest thousands of pounds, unless otherwise stated.

Page 13

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue principally comprises income recognised by the Company in respect of rent charged and other ancillary services supplied during the year, exclusive of value added tax and trade discounts.

Rental income and property management fees are recognised on an accrual basis over the term of the lease. Amounts invoiced in advance of a tenancy period are deferred accordingly and recognised as income in the period to which they relate. Equally, amounts invoiced after the commencement of a lease, are adjusted so the total receivable over the lease term is recognised on a straight-line basis

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries 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 reporting 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 14

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Investment property

Investment properties are defined as properties held to earn rentals and/or for capital appreciation, and are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the corresponding tax effect. Fair values are determined based on using a yield methodology. This uses market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself. 

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Debtors

Short term debtors are measured at transaction price, less any impairment. 

 
2.12

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.13

Creditors

Short term creditors are measured at the transaction price. 

 
2.14

Provisions for liabilities

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 profit or loss.

  
2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at 31 December 2025 and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
 
Page 15

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgements in applying accounting policies (continued)

Significant Judgements:
    
The following are the significant judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. 
    
Going Concern

Significant judgement is required in the group’s assessment of the Company’s use of the going concern basis, and further information on this is included in note 2.4. These include preparing cashflow forecasts, budgets and timing of events held in the next accounting period.   

Critical Accounting Estimates:

Valuation of Investment Properties

As described in note 12  to the financial statements, investment properties are stated at fair value based on the valuation performed by an in house qualified valuer with recent experience in the location and category of property valued. The valuer used observable market prices adjusted as necessary for any difference in the future, location or condition of the specific asset. The valuation has been prepared using an income capitalisation approach with a blended net initial yield of 4.53%. The valuation uses expected rental values of the company's properties net of estimated running costs, adjusted as necessary for any difference in the future, location or condition of the specific asset. 

Should the NIY vary from the estimated figure used and should actual rental values achieved or running costs incurred in future periods vary from those used in the valuation, the valuation of the properties would change.



4.


Turnover

2025
2024
£000
£000

Rental income
17,707
17,824


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£000
£000

Other fees receivable
1,544
1,328

Property management income
750
741

2,294
2,069


Page 16

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Operating profit

The operating profit is stated after charging:

2025
2024
£000
£000

Impairment of trade debtors
155
101


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
29
26

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2024: £nil).


9.


Interest payable and similar expenses

2025
2024
£000
£000


Bank interest payable
6
3

Page 17

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Taxation


2025
2024
£000
£000


Current tax on profits for the year
-
-

Deferred tax


Deferred tax gain on property revaluation
4,009
520

Fixed asset timing differences
-
265

Losses and other deductions
15
(810)

Total deferred tax
4,024
(25)

Total tax charge/(credit)
 
4,024
 
(25)

Factors affecting tax charge for the year

The tax assessed for the year differs to the standard rate of corporation tax in the UK of25 (2024:25%). The differences are explained below:

2025
2024
£000
£000


Profit on ordinary activities before tax
28,861
10,527


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
7,215
2,632

Effects of:


Expenses not deductible for tax purposes
11
-

Income not taxable for tax purposes
(286)
-

Adjustments to tax charge in respect of prior periods
15
-

Capital (losses)/gains
-
437

Other differences leading to a (decrease)/increase in the tax charge
-
106

Transfer pricing adjustments
(2,931)
(3,200)

Total tax charge/(credit) for the year
4,024
(25)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 18

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Fixed asset investments






Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Creative Hat Limited*
219 Harbour Yard, Chelsea Harbour, London, SW10 0XD
Ordinary
100%

*directly controlled.


12.


Investment property


Freehold investment property

£000



Valuation


At 1 January 2025
331,425


Additions at cost
2,137


Surplus on revaluation
16,438



At 31 December 2025
350,000

The bank loan facility held in the Company's immediate parent, Chelsea Harbour Estates Limited is secured by the Company's land and buildings which have a carrying value of £350m (2024: £331m). 

The company's investment property has been valued at market value at 31 December 2025. The 2025 valuation  was provided by the group's in-house RICS qualified valuer and adopted by the directors. The valuation has been prepared using an income capitalisation approach and a net initial yield of between 4.30% (2024: 4.8%) and 5.50% (2024: 5.5%) depending on the part of property being valued. There was a blended net initial yield of 4.53% (2024 4.94%). As disclosed in Note 3, the valuation includes an estimation of the Net Initial Yield and expected rental values of the company’s property adjusted as necessary for any difference in the future, location or condition of the specific asset. 

The Company's parent Company, Chelsea Harbour Estates Limited, utilises bank and other finance. The Group loan facility is secured against this Company's investment property and other assets by way of a first legal mortgage and fixed and floating charges.

Page 19

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.Investment property (continued)



If the investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2025
2024
£000
£000


Historic cost
142,495
140,358


13.


Debtors

2025
2024
£000
£000

Trade debtors
3,273
2,975

Amounts owed by group undertakings
480
241

Other debtors
4
57

Prepayments and accrued income
953
767

4,710
4,040


Amounts owed by group undertakings are unsecured, interest free, and payable on demand.


14.


Cash

2025
2024
£000
£000

Cash at bank and in hand
1,903
1,882


Page 20

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Creditors: amounts falling due within one year

2025
2024
£000
£000

Trade creditors
3,346
2,172

Amounts owed to parent company
219,957
230,122

Other taxation and social security
949
927

Other creditors
1,609
2,821

Accruals and deferred income
6,727
6,141

232,588
242,183


The balance of £219,957,000 (2024: £230,122,000) to the parent company is repayable on demand. It is unsecured and does not bear interest. 

Amounts owed to the parent company are unsecured, interest free, and payable on demand.


16.


Deferred taxation




2025


£000



At beginning of year
(37,807)


Charged to profit or loss
(4,024)



At end of year
(41,831)

The provision for deferred taxation is made up as follows:

2025
2024
£000
£000


Accelerated capital allowances
(5,766)
(5,836)

Deferred tax on property valuation
(39,569)
(35,306)

Losses and other deductions
3,504
3,335

(41,831)
(37,807)

Page 21

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



200 (2024: 200) ordinary shares of £1.00 each
200
200



18.


Reserves

Non distributable reserves

The non distributable reserve includes all accumulated unrealised gains and losses on the Company's investment property net of deferred tax. These balances arise via an annual transfer from the profit and loss reserve for amounts pertaining to the investment property valuation net of related deferred tax in relation to the investment property valuation. 

Profit and loss account

This reserve includes all accumulated profits and losses of the Company less any dividends paid.


19.


Contingencies and guarantees

The Company has entered into a cross-guarantee and debenture across the Company's investment properties in respect of the debt of its parent undertaking and fellow subsidiaries. Chelsea Harbour Limited has entered into a cross guarantee with Chelsea Harbour Estates Limited, CHEL (No. 3) Limited, Chelsea Harbour Property Management Limited and Creative Hat Limited. At 31 December 2025 the total amount outstanding subject to the guarantee was £217,500,000 (2024: £217,500,000).  

Page 22

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Commitments under operating leases

The Company has entered into leases on its property portfolio, the commercial property leases typically have remaining lease terms between 1 and 9 years and include clauses to enable periodic upward revisions of the rental charge according to prevailing market conditions. Some leases contain options to break before the end of the lease term.

The Company has also entered into leases where it receives annual ground rent from the tenants.  The leases typically have remaining lease terms between 90 years and 180 years and include clauses to enable periodic upward revisions of the rental charge according to prevailing market conditions. Some leases contain options to break before the end of the lease term.


At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£000
£000


Not later than 1 year
17,281
12,133

Later than 1 year and not later than 5 years
23,670
12,643

Later than 5 years
1,957
2,500

42,908
27,276


21.


Related party transactions

The following balances are due to related parties at the year end:


2025
2024
£000
£000

Companies under common control
317
318

Management fees of £540,000 (2024: £540,000) and costs of £241,000 (2024: £209,000) in respect of IT support and other recharges were paid to companies related to Chelsea Harbour Limited by virtue of common directors and ultimate shareholders. Rent of £27,000 (2024: £26,000) was received from companies related by virtue of common directors and ultimate shareholders. A £nil charge (2024: 62,000 charge) was recognised in respect of working capital transactions with Companies and LLP's under common control.

Balances due from and to other members of the CHEL (Shares) LLP Group are included in Notes 13 & 15  respectively.

Page 23

 
CHELSEA HARBOUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


Controlling party

The Company's immediate parent undertaking is Chelsea Harbour Estates Limited.

The smallest Group into which the Company is consolidated is Chelsea Harbour Estates Limited. The largest Group into which the Company is consolidated is CHEL (Shares) LLP. These consolidated accounts can be obtained from Companies House.

The directors do not consider there to be a single ultimate controlling party.

Page 24