REGISTERED NUMBER: 12246731 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Wembley Office Investments W06A Limited

Page

Company Information

1

Report of the Directors

2

Income Statement

3

Balance Sheet

4

Statement of Changes in Equity

5

Notes to the Financial Statements

6

Directors:

N E Akabi

J Bendayan

D Berman

A Vinson

Registered office:

Unitec House

2 Albert Place

London

England

N3 1QB

Registered number:

12246731 (England and Wales)

Accountants:

Barnes Noble Ltd

Chartered Accountant

Unitec House

2 Albert Place

London

N3 1QB

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company in the year under review was that of property investment.

Directors

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

N E Akabi - appointed 29 April 2024

J Bendayan - appointed 29 April 2024

D Berman - appointed 29 April 2024

A Vinson - appointed 29 April 2024

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

D Berman - Director

24 September 2026

Turnover

2,191,327

3,158,510

Cost of sales

(438,960

)

(2,946,406

)

Gross profit

1,752,367

212,104

Administrative expenses

(609,932

)

(7,500

)

1,142,435

204,604

Other operating income

52,205

-

Gain/loss on revaluation of investment property

-

(37,674,000

)

Operating profit/(loss)

1,194,640

(37,469,396

)

Interest payable and similar expenses

3

27,173,142

(2,171,812

)

Profit/(loss) before taxation

28,367,782

(39,641,208

)

Tax on profit/(loss)

4

(10,065,452

)

5,236,086

Profit/(loss) for the financial year

18,302,330

(34,405,122

)

Fixed assets

Investment property

5

35,823,661

32,370,172

Current assets

Debtors: amounts falling due within one year

6

-

13,484,112

Creditors

Amounts falling due within one year

7

35,393,187

63,726,140

Net current liabilities

(35,393,187

)

(50,242,028

)

Total assets less current liabilities

430,474

(17,871,856

)

Capital and reserves

Called up share capital

9

1

1

Retained earnings

10

430,473

(17,871,857

)

Shareholders' funds

430,474

(17,871,856

)

430,474

(17,871,856

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 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 in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2026 and were signed on its behalf by:

D Berman - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

16,533,265

16,533,266

Changes in equity

Deficit for the year

-

(34,405,122

)

(34,405,122

)

Total comprehensive income

-

(34,405,122

)

(34,405,122

)

Balance at 31 December 2023

1

(17,871,857

)

(17,871,856

)

Changes in equity

Profit for the year

-

18,302,330

18,302,330

Total comprehensive income

-

18,302,330

18,302,330

Balance at 31 December 2024

1

430,473

430,474

1.	Statutory information

Wembley Office Investments W06A Limited 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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 as modified by the revaluation of certain assets.

Related party exemption

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.

Turnover

Rental income from investment properties leased out under operating leases is recognised in the Statement of Comprehensive Income on a straight-line basis over the term of the lease. Contingent rents, which comprise turnover rents, are recognised as income in the periods in which they are earned. Rent reviews are recognised when such reviews have been agreed with tenants. Surrender premiums received are considered a component of rental income and are recognised over the remainder of the lease term.

Directly attributable lease incentives are recognised as an integral part of the net consideration for use of the property and amortised on a straight-line basis over the term of the lease or period to the first tenant break, if shorter, unless there is reasonable uncertainty that the break will not be exercised.

Other income comprises of service charge income and is recognised in the period in which the services are rendered and the performance obligations are satisfied.

Investment property

The Company's investment property was valued by Kroll Advisory Limited in 2023 as independent third party specialists. This was adjusted to take into account the valuation at the date of sale for the transaction price. Any gains or losses arising from changes in fair value are recognised in profit and loss in the period that they arise. In accordance with IAS 40 no depreciation is provided in respect of the Company's investment property.

Net borrowing costs in respect of capital expenditure on properties under development or undergoing refurbishment are capitalised. Interest capitalised is the cost of borrowing from the commencement of development work until the date of practical completion. The capitalisation of finance costs is suspended if there are prolonged periods when development activity is interrupted. All other borrowing costs are recognised in the profit and loss.

Additions to investment properties consist of costs of a capital nature and, in the case of investment properties under development, capitalised interest.

For leasehold properties that are classified as investment properties, the associated leasehold obligations are accounted for as finance lease obligations.

Taxation

Tax on the profit and loss for the year comprises current and deferred tax. Tax is recognised in profit and loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is also recognised directly in equity or other comprehensive income.

Current or deferred taxation assets and liabilities are not discounted.

(i) Current tax

Current tax is the expected tax payable or receivable on taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

(ii) Deferred tax

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets and liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of the assets or liabilities, using tax rates enacted or substantively enacted at the balance sheet. For investment property that is measured at fair value, deferred tax is provided at the rate applicable to the sale of the property except for that part of the property that is depreciable and the company's business model is to consume substantially all of the value through use. In the latter case the tax rate applicable to income is used.

Deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised.

Judgements in applying accounting policies and key sources of estimation

The preparation of the financial statements under FRS 102 requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities as at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements that are not readily apparent from other sources. However, the actual results may differ from these estimates. The key area where the Directors have made significant judgements is around estimates regarding the valuation of properties on the balance sheet.

The key assumptions made in the valuation of the Company's investment properties are:

- the amount and timing of future income streams;

- anticipated maintenance costs and other landlord's liabilities; and

- an appropriate yield.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

3.

Interest payable and similar expenses

31/12/24

31/12/23

£

£

Interest on loan notes

889,051

1,762,109

Interco bal no longer payable

(28,062,193

)

-

Amortisation of finance cost

-

409,703

(27,173,142

)

2,171,812

4.

Taxation

Analysis of the tax charge/(credit)

The tax charge/(credit) on the profit for the year was as follows:

31/12/24

31/12/23

£

£

Current tax:

Corporation tax adjustment

-

89,498

Deferred tax

10,065,452

(5,325,584

)

Tax on profit/(loss)

10,065,452

(5,236,086

)

UK corporation tax has been charged at 25% .

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31/12/24

31/12/23

£

£

Profit/(loss) before tax

28,367,782

(39,641,208

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

7,091,946

(9,315,684

)

Effects of:

Adjustments to tax charge in respect of previous periods

-

89,498

Remeasurement of deferred tax - change in UK tax rate

2,973,506

(310,864

)

Adjustments to tax charge in respect of prior periods - deferred tax

-

(118,449

)

Investment property differences - Along with effect in deferred tax

-

4,419,413

Total tax charge/(credit)

10,065,452

(5,236,086

)

5.	Investment property

Total

£

Fair value

At 1 January 2024

32,370,172

Revaluations

3,453,489

At 31 December 2024

35,823,661

Net book value

At 31 December 2024

35,823,661

At 31 December 2023

32,370,172

Fair value at 31 December 2024 is represented by:

£

Valuation in 2020

7,215,900

Valuation in 2021

18,024,882

Valuation in 2022

(7,640,405

)

Valuation in 2023

(37,674,000

)

Valuation in 2024

3,453,489

Cost

52,443,795

35,823,661

6.

Debtors: amounts falling due within one year

31/12/24

31/12/23

£

£

Other debtors

-

814,397

Lease concession receivable

-

3,211,610

Deferred tax asset

-

9,202,080

Prepayments and accrued income

-

256,025

-

13,484,112

Prepayments and accrued income comprise £Nil (2023: £256,025) in tenant lease incentives. Lease concession receivable comprise £Nil (2023: £3,211,610) in tenant rent-free periods.

7.

Creditors: amounts falling due within one year

31/12/24

31/12/23

£

£

VAT

-

13,604

Other creditors

-

121,640

Owed to group undertaking -IFL

-

26,704,411

Owed to group undertaking -IBL

-

35,892,408

Loan to Clairvot Hive

34,529,815

-

Deferred tax

863,372

-

Accruals and deferred income

-

994,077

35,393,187

63,726,140

The loan granted to the Company by Clairvot Hive Limited has been classified as current liabilities as the loan is repayable in full within one year of the Balance Sheet date. Interest is charged on the amounts borrowed at per annum basis.

8.	Leasing agreements

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024

2023

£

£

Not later than 1 year

-

2,529,476

Later than 1 year and not later than 2 years

-

21,378,452

Later than 2 year and not later than 3 years

-

-

Later than 3 year and not later than 4 years

-

-

Later than 4 year and not later than 5 years

-

-

Later than 5 years

-

-

-

23,907,928

9.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

31/12/24

31/12/23

value:

£

£

1

Ordinary Shares

1

1

1

Full details of the rights and obligations attached to the ordinary shares are contained in the Company's articles of association. These rights include an entitlement to receive the Company's annual report and financial statements, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights. Holders of ordinary shares may also receive dividends and may receive a share of the Company's assets on the Company's liquidation. There are no restrictions on the transfer of ordinary shares.

10.

Reserves

Retained

earnings

£

At 1 January 2024

(17,871,857

)

Profit for the year

18,302,330

At 31 December 2024

430,473

11.	Related party disclosures

During the year a loan of £28,062,193 was written-off on the basis that it was no longer repayable.

At the time of write-off, Wembley W06A Commercial Holdings Limited held 100% of the issued share capital of Wembley Office Investments W06a Limited.

12.	Ultimate controlling party

At 31 December 2024 the Company's immediate parent was Clairvot Hive Limited, registered address Unitec House , 2 Albert Place, London , England , N3 1QB