Registration number:
for the
Year Ended 31 December 2025
Hamberley Properties FV (Keynsham) Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Hamberley Properties FV (Keynsham) Limited
Company Information
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Directors |
D Kay D J H McAlear T W Street |
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Registered office |
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Auditors |
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Hamberley Properties FV (Keynsham) Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the group is that of the investment, development and leasing of land and buildings.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £4,517,406 (2024 - £3,788,612) and an operating profit of £752,863 (2024 - £390,374). At 31 December 2025 the group had net assets of £14,027,604 (2024 - £5,214,761). The directors consider the performance for the year and the financial position at the year end to be satisfactory. Given the nature of the business, the directors are of the opinion that key performance indicators are important. The group uses a number of indicators to monitor and improve the development, performance and the position of the business. Indicators are reviewed and altered to meet changes in both the internal and external environments. The directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist the users of the financial statements in their understanding of the financial performance or position of the group.
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector and competition from other local elderly residential care homes.
Approved by the
Director
Hamberley Properties FV (Keynsham) Limited
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the for the year ended 31 December 2025.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The directors are confident that the group will continue improving its financial performance and position over the next 12 months.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The group's bank loans are subject to price and liquidity risk as disclosed in note 15 to the financial statements.
The group has sufficient resources available and the directors have prepared forecasts for the next 12 months and beyond, that indicate that this will continue to be the case and these cash flows will be sufficient for the group to meet its commitments as they fall due. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Hamberley Properties FV (Keynsham) Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Hamberley Properties FV (Keynsham) Limited
Independent Auditor's Report to the Members of Hamberley Properties FV (Keynsham) Limited
Opinion
We have audited the financial statements of Hamberley Properties FV (Keynsham) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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 our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Hamberley Properties FV (Keynsham) Limited
Independent Auditor's Report to the Members of Hamberley Properties FV (Keynsham) Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 Statement of Directors' Responsibilities set out on page 4, 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s 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 auditor’s 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
Hamberley Properties FV (Keynsham) Limited
Independent Auditor's Report to the Members of Hamberley Properties FV (Keynsham) Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 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 auditor’s 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
Windsor House
Bayshill Road
GL50 3AT
Hamberley Properties FV (Keynsham) Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit |
|
|
|
|
Profit on disposal of tangible assets |
10,228,140 |
- |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Profit/(loss) before tax |
|
( |
|
|
Tax on profit/(loss) |
( |
|
|
|
Profit/(loss) for the financial year |
|
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
|
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
Hamberley Properties FV (Keynsham) Limited
(Registration number: 11926297)
Consolidated Balance Sheet as at 31 December 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors: Amounts falling due within one year |
12,573,167 |
869,024 |
|
|
Debtors: Amounts falling due after more than one year |
1,624,732 |
- |
|
|
Cash at bank and in hand |
628,586 |
711,074 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
100 |
100 |
|
|
Shareholder loans |
5,337,512 |
6,569,485 |
|
|
Retained earnings |
8,689,992 |
(1,354,824) |
|
|
Equity attributable to owners of the company |
14,027,604 |
5,214,761 |
|
|
Shareholders' funds |
14,027,604 |
5,214,761 |
Approved and authorised by the
Director
Hamberley Properties FV (Keynsham) Limited
(Registration number: 11926297)
Balance Sheet as at 31 December 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Tangible assets |
- |
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors: Amounts falling due within one year |
14,536,490 |
3,112,638 |
|
|
Debtors: Amounts falling due after more than one year |
24,310,942 |
- |
|
|
Cash at bank and in hand |
3,377 |
42,366 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
100 |
100 |
|
|
Shareholder loans |
5,337,512 |
6,569,485 |
|
|
Retained earnings |
10,482,745 |
276,491 |
|
|
Shareholders' funds |
15,820,357 |
6,846,076 |
The company made a profit after tax for the financial year of £10,206,254 (2024 - profit of £220,801).
Approved and authorised by the
Director
Hamberley Properties FV (Keynsham) Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2025
Equity attributable to the parent company
|
Share capital |
Shareholder loans |
Retained earnings |
Total |
|
|
At 1 January 2025 |
|
|
( |
|
|
Profit for the year |
- |
- |
|
|
|
Transfers |
- |
(1,231,973) |
- |
(1,231,973) |
|
At 31 December 2025 |
|
|
|
|
|
Share capital |
Shareholder loans |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
Transfers |
- |
(93,500) |
- |
(93,500) |
|
At 31 December 2024 |
100 |
6,569,485 |
(1,354,824) |
5,214,761 |
Hamberley Properties FV (Keynsham) Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
|
Share capital |
Shareholder loans |
Retained earnings |
Total |
|
|
At 1 January 2025 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Transfers |
- |
(1,231,973) |
- |
(1,231,973) |
|
At 31 December 2025 |
|
|
|
|
|
Share capital |
Shareholder loans |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Transfers |
- |
(93,500) |
- |
(93,500) |
|
At 31 December 2024 |
100 |
6,569,485 |
276,491 |
6,846,076 |
Hamberley Properties FV (Keynsham) Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Profit/(loss) for the year |
|
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
(10,228,140) |
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Decrease in trade debtors |
|
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of bank borrowing |
( |
- |
|
|
Loans advanced from connected companies |
|
- |
|
|
Shareholder loan payments |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
628,586 |
711,074 |
|
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2025.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Departures from Companies Act requirements
|
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit of £10,206,254 (2024 - £220,801). |
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Going concern
Prior to the end of the financial year, the company sold the freehold of the care home operated by its subsidiary. The subsidiary them immediately entered into a new 60 year ground lease with the parent company and the parent company entered into a 60 year head lease with a connected party, as detailed in note 9. As part of the above transactions, the company's bank loan was repaid in full before the end of the financial year.
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Judgements
These financial statements do not contain any significant judgements or estimation uncertainty. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current 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 taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Right of use assets held under leases are depreciated in the same way as owned assets.
Depreciation
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Right of use assets |
Over the term of the lease |
|
Fixtures, fittings and equipment |
Over 3-4 years |
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing
borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of
transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss
Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable
and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Certain loans from group undertakings are presented as shareholder loans within equity on the basis that lender has no recourse to demand repayment of, or a fixed rate of return on the loans, which rank pari passu with the ordinary shares of the company.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
|
Turnover |
The total turnover of the company has been derived from its principal activity wholly undertaken in the United Kingdom.
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Operating lease expense - property |
|
- |
|
Operating lease expense - plant and machinery |
- |
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Average number of employees |
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Directors |
|
|
|
Directors' remuneration |
Directors' remuneration has been borne by a related party.
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Auditors' remuneration |
Auditors' remuneration has been borne by a related party.
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of revenues exempt from taxation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase/(decrease) in UK and foreign current tax from unrecognised tax loss or credit |
|
( |
|
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Asset |
|
Fixed asset timing differences |
( |
|
Tax losses |
|
|
Short term timing differences |
|
|
|
|
2024 |
Asset |
|
Fixed asset timing differences |
( |
|
Tax losses |
|
|
Short term timing differences |
|
|
|
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Company
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Fixed asset timing differences |
|
|
Losses and other deductions |
( |
|
|
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
Losses and other deductions |
( |
|
|
|
Tangible assets |
Group
|
Freehold Property |
Right of use assets |
Furniture, fittings and equipment |
Total |
|
|
Cost |
||||
|
At 1 January 2025 |
|
- |
|
|
|
Additions |
|
|
|
|
|
Disposals |
( |
- |
( |
( |
|
At 31 December 2025 |
- |
|
|
|
|
Depreciation |
||||
|
At 1 January 2025 |
|
- |
|
|
|
Charge for the year |
|
- |
|
|
|
Eliminated on disposal |
( |
- |
- |
( |
|
At 31 December 2025 |
- |
- |
|
|
|
Carrying amount |
||||
|
At 31 December 2025 |
- |
|
|
|
|
At 31 December 2024 |
|
- |
|
|
Included within the net book value of land and buildings above is £Nil (2024 - £12,823,176) in respect of freehold land and buildings.
Sale and Leaseback
During the year the group entered into a sale and leaseback transaction with HCH Hat Properties LLP (a Limited Liability Partnership under common control), which resulted in the disposal of the company's freehold property to HCH Hat Properties LLP. There was a profit arising on the disposal of £10,228,140, including deferred consideration of £1,624,732. As a result of the transaction, there were right of use assets recognised above of £22,686,210, and included in non-current borrowings are finance lease liabilities with HCH Hat Properties LLP of £22,599,580.
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Company
|
Freehold Property |
|
|
Cost |
|
|
At 1 January 2025 |
|
|
Additions |
|
|
Disposals |
( |
|
At 31 December 2025 |
- |
|
Depreciation |
|
|
At 1 January 2025 |
|
|
Charge for the year |
|
|
Eliminated on disposal |
( |
|
At 31 December 2025 |
- |
|
Carrying amount |
|
|
At 31 December 2025 |
- |
|
At 31 December 2024 |
|
Included within the net book value of land and buildings above is £Nil (2024 - £12,823,176) in respect of freehold land and buildings.
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 January 2025 and at 31 December 2025 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
|
|
|
|
Subsidiary undertakings |
|
Hamberley Care FV (Keynsham) Limited The principal activity of Hamberley Care FV (Keynsham) Limited is |
Hamberley Care FV (Keynsham) has the same registered office as Hamberley Properties FV (Keynsham) Limited.
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
|
- |
|
|
|
|
Other debtors |
|
- |
|
- |
|
|
Prepayments |
|
|
|
- |
|
|
Deferred tax assets |
|
|
- |
- |
|
|
|
|
|
|
||
|
Less non-current portion |
( |
- |
( |
- |
|
|
|
|
|
|
||
Details of non-current trade and other debtors
Group
£1,624,732 (2024 - £Nil) of other debtors is classified as non current.
Company
£24,310,942 (2024 - £Nil) of other debtors is classified as non current.
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
- |
|
- |
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
- |
|
- |
|
|
|
Social security and other taxes |
|
|
- |
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
- |
|
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
- |
|
- |
|
|
|
HP and finance lease liabilities |
21,872,559 |
- |
21,877,560 |
- |
|
|
|
|
|
|
||
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Finance lease liabilities |
|
- |
- |
- |
|
Other borrowings |
- |
- |
|
- |
|
|
- |
|
- |
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
- |
|
- |
|
|
Finance lease liabilities |
|
- |
|
- |
|
|
|
|
|
|
During the year the wider group entered into a new refinancing agreement. As a result the loans of £7,951,225 were repaid and there are no longer bank loans in this company.
The finance lease liabilities relate to the sale and lease back transaction effected during the year as set out in note 11.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
100 |
|
100 |
Hamberley Properties FV (Keynsham) Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
- |
|
Later than one year and not later than five years |
|
- |
|
Later than five years |
|
- |
|
|
- |
|
Analysis of changes in net debt |
Group
|
At 1 January 2025 |
Financing cash flows |
Other non-cash changes |
At 31 December 2025 |
|
|
Cash and cash equivalents |
||||
|
Cash |
711,074 |
(82,488) |
- |
628,586 |
|
Borrowings |
||||
|
Long term borrowings |
(7,951,225) |
7,951,225 |
- |
- |
|
Lease liabilities |
- |
- |
(22,599,580) |
(22,599,580) |
|
(7,951,225) |
7,951,225 |
(22,599,580) |
(22,599,580) |
|
|
|
||||
|
( |
|
( |
( |
|
|
Related party transactions |
During the year the group entered into a sale and leaseback transaction with HCH Hat Properties LLP (a Limited Liability Partnership under common control), which resulted in the disposal of the company's freehold property to HCH Hat Properties LLP. There was a profit arising on the disposal of £10,228,140, including deferred consideration of £1,624,732. As a result of the transaction, there were right of use assets recognised above of £22,686,210, and included in non-current borrowings are finance lease liabilities with HCH Hat Properties LLP of £22,599,580.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The ultimate controlling party is