REGISTERED NUMBER: 15048741 (England and Wales)

ABRIDGED UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

FOR

GOLDEN FERN LTD

Page

Company Information

1

Abridged Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

Mr Richard Michalski

Ms Johanna Marianne Thidling

REGISTERED OFFICE:

c/o Michael Filiou Ltd

Salisbury House

81 High Street

Potters Bar

Hertfordshire

EN6 5AS

REGISTERED NUMBER:

15048741 (England and Wales)

ACCOUNTANTS:

Michael Filiou Ltd

Chartered Certified Accountants

www.michaelfiliou.com

Salisbury House

81 High Street

Potters Bar

Hertfordshire

EN6 5AS

FIXED ASSETS

Investment property

4

6,842,748

6,842,748

CURRENT ASSETS

Debtors

12,297

11,532

Cash at bank and in hand

29,099

89,481

41,396

101,013

CREDITORS

Amounts falling due within one year

68,852

51,741

NET CURRENT (LIABILITIES)/ASSETS

(27,456

)

49,272

TOTAL ASSETS LESS CURRENT LIABILITIES

6,815,292

6,892,020

CREDITORS

Amounts falling due after more than one year

6,613,797

6,784,150

NET ASSETS

201,495

107,870

CAPITAL AND RESERVES

Called up share capital

6

1,100

900

Retained earnings

200,395

106,970

SHAREHOLDERS' FUNDS

201,495

107,870

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2026 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.

All the members have consented to the preparation of an abridged Statement of Financial Position for the year ended 31 March 2026 in accordance with Section 444(2A) of the Companies Act 2006.

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 7 September 2026 and were signed on its behalf by:

Mr Richard Michalski - Director

Ms Johanna Marianne Thidling - Director

1.	STATUTORY INFORMATION

Golden Fern 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.

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.

Turnover

Turnover represents rental income from investment properties owned by company.

Investment property

Investment property is measured at fair value at each reporting date, with changes in fair value recognised in profit or loss.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 2 (2025 - 2 ) .

4.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 April 2025

and 31 March 2026

6,842,748

NET BOOK VALUE

At 31 March 2026

6,842,748

At 31 March 2025

6,842,748

The investment property was valued at 31 March 2026 by the directors on an open market basis, having regard to local market transactions and rental yields. The directors consider that fair value is not materially different from the carrying amount.

5.	SECURED DEBTS

The following secured debts are included within creditors:

2026

2025

£

£

Bank loans

1,796,500

1,798,500

The bank loan is secured by a first legal charge over the company's investment properties, incorporating an assignment of the rental income, and by a debenture comprising fixed and floating charges over all the assets of the company. The directors have also guaranteed the facility up to a maximum of £275,000. The £1,800,000 term loan facility was drawn on 9 April 2024 and is repayable by quarterly instalments of £500, with the balance repayable on 9 April 2029. Interest is chargeable on the amounts drawn under the facility at the Bank of England base rate (subject to a minimum base rate of 2.50% per annum) plus a margin of 2.35% per annum.

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

NIL

Ordinary

£1

-

900

100

Voting shares

£1

100

-

100

A shares

£1

100

-

50

B1 shares

£1

50

-

50

B2 shares

£1

50

-

50

B3 shares

£1

50

-

50

B4 shares

£1

50

-

50

B5 shares

£1

50

-

50

B6 shares

£1

50

-

50

B7 shares

£1

50

-

50

B8 shares

£1

50

-

50

B9 shares

£1

50

-

50

B10 shares

£1

50

-

50

B11shares

£1

50

-

50

B12 shares

£1

50

-

50

B13 shares

£1

50

-

50

B14 shares

£1

50

-

50

B15 shares

£1

50

-

50

B16 shares

£1

50

-

50

B17 shares

£1

50

-

50

B18 shares

£1

50

-

1,100

900

On 20 October 2025 the company issued 200 ordinary £1 shares at par for cash. On 21 October 2025 the company adopted new articles of association and the 1,100 ordinary shares then in issue were re-designated as 100 voting shares, 100 A shares and 900 B shares, the B shares being divided into 18 subclasses (B1 to B18) of 50 shares each.

The voting shares carry all of the voting rights of the company, carry no right to dividends and, on a return of capital, are entitled to their par value in priority to the other classes. The A shares and the B shares carry no voting rights, dividends may be declared on the A shares and on each subclass of B shares independently of every other class or subclass; and, on a return of capital, the A and B shares participate pro rata in the balance of the company's assets. During the year the B1 to B18 shares were gifted by the shareholders into 18 separate discretionary settlements.

7.	RELATED PARTY DISCLOSURES

Loan from directors and their close family:

At 31 March 2026 the company owed £1,122,999 to Mr Richard Michalski (director) and £696,298 to Ms Johanna Marianne Thidling (director). These balances are unsecured and interest free and, under agreements signed by the directors, are not repayable within one year of the balance sheet date.

On 4 November 2025, £3,000,000 of existing amounts owed to the directors, arising from unpaid consideration for investment properties purchased from them in 2024, was constituted as unsecured loan notes under a loan note instrument: £2,000,000 to Mr Richard Michalski and £1,000,000 to Ms Johanna Marianne Thidling.

On 5 November 2025, the directors gifted their entire holdings of loan notes to two of their children: Mr Richard Michalski transferred £1,500,000 of notes to Alex Johanna Thidling and £500,000 to Ayla Mikaela Thidling, and Ms Johanna Marianne Thidling transferred £1,000,000 of notes to Ayla Mikaela Thidling. Following these transfers Alex Johanna Thidling and Ayla Mikaela Thidling each held £1,500,000 of loan notes and the directors retained none.

The loan notes are unsecured, rank equally with the company's other unsecured obligations and are redeemable at par no later than 30 September 2075. The company may repay the notes early at its option; where a noteholder requests repayment, the company may at its sole discretion repay by instalments over a period of up to 25 years. No interest accrues on the notes unless a noteholder elects, by written notice to the company, to charge interest at a commercial rate. No such election has been made and no interest was charged during the year.

The directors have guaranteed the company's bank borrowings up to a maximum of £275,000 (see note 9).

8.	ULTIMATE CONTROLLING PARTY

The company is controlled by its directors, Mr Richard Michalski and Ms Johanna Marianne Thidling, who between them hold all of the company's issued voting shares.