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Registration number: 11926312

Prepared for the registrar

Hamberley Properties FV (Dorking) Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2025

 

Hamberley Properties FV (Dorking) Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 10

 

Hamberley Properties FV (Dorking) Limited

Company Information

Directors

D Kay

D J H McAlear

T W Street

Registered office

33 Glasshouse Street
London
W1B 5DG

Auditors

Hazlewoods LLP Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Hamberley Properties FV (Dorking) Limited

(Registration number: 11926312)
Balance Sheet as at 31 December 2025

Note

2025
 £

2024
 £

Fixed assets

 

Tangible assets

5

-

16,684,444

Investments

6

100

100

 

100

16,684,544

Current assets

 

Debtors: Amounts falling due within one year

7

11,624,559

1,567,802

Debtors: Amounts falling due after more than one year

7

20,144,141

-

Cash at bank and in hand

 

1,819

63,928

 

31,770,519

1,631,730

Creditors: Amounts falling due within one year

8

(1,311,704)

(1,402,872)

Net current assets

 

30,458,815

228,858

Total assets less current liabilities

 

30,458,915

16,913,402

Creditors: Amounts falling due after more than one year

8

(19,416,706)

(9,829,582)

Deferred tax liabilities

(273,341)

(28,507)

Net assets

 

10,768,868

7,055,313

Capital and reserves

 

Called up share capital

100

100

Shareholder loans

8,072,027

7,285,843

Profit and loss account

2,696,741

(230,630)

Total equity

 

10,768,868

7,055,313


These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 19 June 2026 and signed on its behalf by:
 


D J H McAlear
Director

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
33 Glasshouse Street
London
W1B 5DG

 

2

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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

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.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is a small group.

Departures from Companies Act requirements

The company has not presented a cash flow in its financial statements on the basis that it is a small group.

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 then 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 10. 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 and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

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.

Tax

The tax expense for the period comprises 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.

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Deferred income 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 income 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.

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

Freehold buildings

2% on cost

Freehold land is not depreciated.

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 andare subject to an insignificant risk of change in value.

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 company 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.

Borrowings

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.

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

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.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

4

Taxation

 

Deferred tax

Deferred tax assets and liabilities

2025

Liability
£

Fixed asset timing differences

1,032,085

Losses and other deductions

(758,744)

273,341

2024

Liability
£

Fixed asset timing differences

186,847

Losses and other deductions

(158,340)

28,507

The company has tax losses of £2,722,374 (2024 - £633,360) available to carry forward and offset against future taxable profits. A deferred tax asset of £758,744 (2024 - £158,340) has been included at a rate of 25% on the basis that it is recoverable.

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

5

Tangible assets

Freehold land and buildings
£

Cost

At 1 January 2025

16,718,504

Additions

373,063

Disposals

(17,091,567)

At 31 December 2025

-

Depreciation

At 1 January 2025

34,060

Charge for the year and at 31 December 2024

279,350

Eliminated on disposal

(313,410)

At 31 December 2025

-

Carrying amount

At 31 December 2025

-

At 31 December 2024

16,684,444

Freehold land of £nil (2024 - £3,708,155) is not depreciated.

Note on Sale and Leaseback
During the year Hamberley Properties FV (Dorking) Limited entered into a sale and leaseback with Hat Properties LLP, which resulted in the disposal of the property to Hat Properties LLP. There was a profit on the disposal of £3,396,749 and a deferred profit of £501,777. Included in non-current debtors is a sublease to Hamberley Care FV (Dorking) of £20,144,141 and included in non-current creditors is a ground lease with Hat Properties LLP of £20,057,511.

Capitalised borrowing costs

Within land and buildings are capitalised borrowing costs of £Nil (2024 - £558,766). The capitalisation rate used to determine the amount of finance costs capitalised during the period was 100%.

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

6

Investments

2025
£

2024
£

Investments in subsidiaries

100

100

Subsidiaries

£

Cost and carrying amount

At 1 January 2025 and at 31 December 2024

100

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

Hamberley Care FV (Dorking) Limited

England and Wales

Ordinary

100%

100%

Subsidiary undertakings

Hamberley Care FV (Dorking) Limited

The principal activity of Hamberley Care FV (Dorking) Limited is that of a dormant company.

Hamberley Care FV (Dorking) Limited has the same registered office as Hamberley Properties FV (Dorking) Limited.

 

7

Debtors

2025
 £

2024
 £

Amounts owed by group undertakings

11,617,216

1,531,510

Other debtors

20,144,141

6,052

Prepayments

7,343

30,240

31,768,700

1,567,802

Less non-current portion

(20,144,141)

-

Total current trade and other debtors

11,624,559

1,567,802

Details of non-current trade and other debtors

£20,144,141 (2024 -£Nil) of other debtors is classified as non current.

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

8

Creditors

Note

2025
 £

2024
 £

Due within one year

 

Loans and borrowings

9

640,805

-

Trade creditors

 

5,017

45,916

Amounts due to group undertakings

 

-

806,840

Accrued expenses

 

164,105

550,116

Deferred income

 

501,777

-

 

1,311,704

1,402,872

Due after one year

 

Loans and borrowings

9

19,416,706

9,829,582

 

9

Loans and borrowings

Current loans and borrowings

2025
£

2024
£

Other borrowings

640,805

-

Non-current loans and borrowings

2025
£

2024
£

Bank borrowings

-

9,829,582

Finance lease liabilities

19,416,706

-

19,416,706

9,829,582

During the year the wider group entered into a new refinancing agreement. As a result the loans of £9,829,582 were repaid and there are no longer bank loans in the company.

The finance lease liabilities relate to the sale and lease back transaction effected during the year as set out in note 10.

 

10

Obligations under leases and hire purchase contracts

Finance leases

The total of future minimum lease payments is as follows:

2025
£

2024
£

Not later than one year

640,805

-

Later than one year and not later than five years

4,247,151

-

Later than five years

71,109,868

-

75,997,824

-

At the year end, the company has committed income of £nil (2024 - £60,529,904 ) in regards to an operating lease. There was also a sale and leaseback entered into during the year, please see the Fixed Assets note for further details.

 

Hamberley Properties FV (Dorking) Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

 

11

Related party transactions

During the year Hamberley Properties FV (Dorking) Limited entered into a sale and leaseback with HCH Hat Properties LLP, which resulted in the disposal of the property to HCH Hat Properties LLP. There was a profit on the disposal of £3,396,749 and a deferred profit of £501,777. Included in non-current debtors is a sublease to Hamberley Care FV (Dorking) of £20,144,141 and included in non-current creditors is a ground lease with HCH Hat Properties LLP of £20,057,511.

 

12

Parent and ultimate parent undertaking

The company's immediate parent undertaking is Hamberley Care Homes Property Holding (FV) S.a.r.l., and the ultimate parent company is Patron Mirador S.a.r.l, both companies incorporated in Luxembourg.

The controlling party is Patron Capital V, LP, a partnership controlled and managed in Jersey.

 

13

Disclosure under Section 444(5B) CA 2006 relating to the independent auditor's report

As permitted by Section 444 CA 2006, these accounts do not contain a copy of the company’s Profit and Loss account or a copy of the Directors’ Report. Accordingly, the Independent Auditors’ Report has also been omitted.

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 19 June 2026 was Simon Worsley, who signed for and on behalf of Hazlewoods LLP.