Clifton Gardens Developments Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 15814271

CLIFTON GARDENS DEVELOPMENTS LIMITED

FILLETED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED

31 July 2025

CLIFTON GARDENS DEVELOPMENTS LIMITED

STATEMENT OF FINANCIAL POSITION

31 July 2025

	31 Jul 25
Note	£

Current assets

Stocks	4	1,612,531
Debtors	5	449,529
Cash at bank and in hand		297
		-------------
		2,062,357

Creditors: amounts falling due within one year	6	( 2,292,744)
		-------------
Net current liabilities		( 230,387)
		----------
Total assets less current liabilities		( 230,387)
		----------
Net liabilities		( 230,387)
		----------

Capital and reserves

Called up share capital	100
Profit and loss account	( 230,487)
	----------
Shareholder deficit	( 230,387)
	----------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 7 September 2026 , and are signed on behalf of the board by:

M Omirou

Director

Company registration number: 15814271

CLIFTON GARDENS DEVELOPMENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

PERIOD FROM 2 JULY 2024 TO 31 JULY 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 29 York Street, London, W1H 1EZ.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared in sterling on the historical cost basis.

Going concern

The financial statements are prepared on a going concern basis, notwithstanding net liabilities of £230,387 which the directors believe to be appropriate for the following reasons. The company is reliant on a blend of external finance and funds available from other companies within the group. The group has facilities in place from external lenders and support is being provided by other group companies. Where the company is reliant on funds provided to it by other companies within the group, the group has provided the company with an undertaking that it will, for at least 12 months from the date of approval of these financial statements, continue to make available such funds as are needed by the company and in particular will not seek repayment of the amounts currently made available by the group. Whilst the group has been loss making and has net liabilities, the directors of the group consider, after a review of expected cashflows, that it has the means to provide this support to group companies without impacting on its ability to remain a going concern. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. The directors have carried out their assessment of going concern and taking into account the economic conditions and possible changes in trading performance, alongside the facts noted above, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern. We note the audit report is qualified and this is due to the audit of the group financial statements which has not been completed yet and therefore no assessment of the group's going concern can be concluded. These financial statements have been approved and filed at Companies House in order to bring the register up to date.

Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of the revision and future years if the revision affects both current and future years. The key judgements and sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. (i) Funding arrangements Management has assessed the substance of funding agreements for other loans and consider them to be financing arrangements. The sums advanced under these agreements are therefore included in creditors as financial liabilities. The financial liabilities are measured at transaction price, including any transaction costs and subsequent measurement is at amortised cost using the effective interest rate method. (ii) Profit recognition Stock consists of the acquisition cost of the land and buildings, together with related legal and professional costs, development and borrowing costs which is recorded as incurred during a project. An apportionment of stock is transferred to the profit and loss account when properties are sold on a project. The proportion of stock transferred is calculated so as to achieve a consistent margin across each individual project and is reliant on management's estimation of the total selling price. Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the value of property. Whilst the Directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates may differ from the actual selling prices achieved in future periods. (iii) Profit share Profit share income is recognised when properties are sold and is calculated as the net selling price less the acquisition cost of the land and buildings, together with related legal and professional costs, development and borrowing costs which is recorded over the life of the project. The proportion of profit share recognised is calculated to achieve a consistent margin and is reliant on management's estimation of the total selling price. Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the value of the property. Whilst the Directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates may differ from the actual selling prices achieved in future period s.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

4. Stocks

	31 Jul 25
	£
Work in progress	1,612,531
	-------------

During the year finance costs capitalised in respect of the development amounted to £74,390.

5. Debtors

	31 Jul 25
	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	343,322
Other debtors	106,207
	----------
	449,529
	----------

6. Creditors: amounts falling due within one year

	31 Jul 25
	£
Trade creditors	160,426
Amounts owed to group undertakings	145,000
Accruals and deferred income	473,804
Director loan accounts	50,000
Amounts owed to related parties	427,000
Other creditors	1,036,514
	-------------
	2,292,744
	-------------

Included within other creditors is £1,036,514 which is secured by a floating charge against all the property or undertaking of the company.

7. Contingencies

On 29 March 2025 the company entered into a conditional agreement to acquire Bristol Zoo Gardens for a total consideration, including estimated levies of £43m. The agreement remains conditional upon the achievement of certain planning and vacant possession conditions. As at the balance sheet date, the company has recognised £500k of this total expected cost. The directors consider that the conditions for the remaining balance to be recognised had not been met and accordingly no further acquisition liability has been recognised in these financial statements.

8. Summary audit opinion

The auditor's report dated 9 September 2026 was a Disclaimer of Opinion .

The company is dependent upon ongoing financial support from its group in order to continue as a going concern and has significant balances due from and due to related and group undertakings. Although the directors have obtained an undertaking from the group to provide financial support and balance confirmations have been obtained in respect of certain intercompany balances, the audit of the groups financial statements had not been completed at the date of our report and certain aspects of the group's financial position and intercompany accounting remain unresolved. As a result, we were unable to obtain sufficient appropriate audit evidence regarding the group's financial position, forecast cash flows and ability to continue providing financial support to the company, or regarding the completeness, accuracy and valuation of intercompany balances recorded within the financial statements.

Consequently, we were unable to obtain sufficient appropriate audit evidence regarding the appropriateness of the directors' use of the going concern basis of accounting. Should the company be unable to continue as a going concern, material adjustments may be required to the carrying amounts and classifications of assets and liabilities and to the related disclosures in the financial statements.

In addition, we were unable to determine whether any adjustments might be necessary to amounts due from and due to related and group undertakings, or to the related elements of the financial statements and disclosure.

Because of the significance of these matters to the financial statements as a whole, the possible effects on the financial statements could be both material and pervasive. Accordingly, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion and we do not express and opinion on the financial statements.

The company's financial statements include amounts due from and due to related and group undertakings amounting to £343,322 and £572,000 respectively at 31 July 2025. Although balance confirmations were obtained from certain counterparties, the financial statements and supporting accounting records of a number of related and group entities had not been finalised at the date of our audit report. As a result, we were unable to obtain sufficient appropriate audit evidence regarding the completeness, accuracy and valuation of those intercompany balances, nor were we able to perform satisfactory alternative audit procedures.

Consequently, we were unable to determine whether any adjustments might have been necessary to the amounts recorded in respect of intercompany balances, or to the related elements of the financial statements. Because of the significance of this matter to the financial statements as a whole, we were unable to form an opinion on the financial statements.

The senior statutory auditor was Jonathan Day , for and on behalf of Streets Audit LLP .

9. Related party transactions

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. During the year the company borrowed funds from Romy Summerskill, a director. The balance outstanding at the year end was £50,000. No interest is charged on this loan and the loan is repayable on demand. During the year the company borrowed funds from Acorn Portfolio Investments Limited, a company under common control. The balance outstanding at the year end was £397,000. No interest is charged on this loan and the loan is repayable on demand. During the year the company borrowed funds from APG PI No 4 Limited, a company under common control. The balance outstanding at the year end was £30,000 No interest is charged on this loan and the loan is repayable on demand.

10. Controlling party

Clifton Gardens Investments Limited is the immediate parent company. Acorn PG Holdings Limited is the ultimate parent company. The registered office of the companies is 29 York Street, London, England, W1H 1EZ. Copies of the financial statements for the parent company and group can be obtained from Companies House.