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Registered number: 09410120
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EMPYREAN PROPERTIES LIMITED
UNAUDITED
DIRECTORS REPORT AND FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 JANUARY 2026
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EMPYREAN PROPERTIES LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF EMPYREAN PROPERTIES LIMITED
FOR THE YEAR ENDED 31 JANUARY 2026
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Empyrean Properties Limited for the year ended 31 January 2026 which comprise the Statement of financial position and the related notes from the Company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.
This report is made solely to the Board of directors of Empyrean Properties Limited, as a body, in accordance with the terms of our engagement letter dated 18 March 2026. Our work has been undertaken solely to prepare for your approval the financial statements of Empyrean Properties Limited and state those matters that we have agreed to state to the Board of directors of Empyrean Properties Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Empyrean Properties Limited and its Board of directors, as a body, for our work or for this report.
It is your duty to ensure that Empyrean Properties Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Empyrean Properties Limited. You consider that Empyrean Properties Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or review of the financial statements of Empyrean Properties Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Bishop Fleming Audit Limited
Chartered Accountants
10 Temple Back
Bristol
BS1 6FL
29 October 2026
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EMPYREAN PROPERTIES LIMITED
REGISTERED NUMBER:09410120
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Investment property reserve
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Page 2
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EMPYREAN PROPERTIES LIMITED
REGISTERED NUMBER:09410120
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2026
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
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.
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Empyrean Properties Limited is a private limited company incorporated in the UK and registered in England and Wales. The registered office is Third Way, Avonmouth, Bristol, England, BS11 9YS.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements are prepared on the going concern basis, which assumes that the company is able to realise its assets and discharge its liabilities in the normal course of business for a period of at least 12 months from the date of approval of the financial statements.
The company has net current liabilities of £543,076 (2025: net current liabilities of £494,100). The directors of the company have considered cash flow projections for the 12 months from the date of approval of these financial statements and remain confident that the company is able to operate in the normal course of business, and meet all of its liabilities as they fall due over that period and beyond. Based on this, the directors have prepared these financial statements on a going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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CURRENT AND DEFERRED TAXATION
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income 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 income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.ACCOUNTING POLICIES (CONTINUED)
Investment property is carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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PROVISIONS FOR LIABILITIES
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.
Critical judgements
Lease commitments
Leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Depreciation rates
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Sources of estimation uncertainty
Valuation of investment property
The directors have reviewed the carrying value of investment properties with regard to current market conditions.
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The Company has no employees other than the directors, who did not receive any remuneration (2025: £NIL).
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Page 7
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Charge for the year on owned assets
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Page 8
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Freehold investment property
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The 2026 valuations were made by the directors, on an open market value basis.
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If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
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Prepayments and accrued income
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Page 9
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CASH AND CASH EQUIVALENTS
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured and repayable on demand.
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The following liabilities were secured:
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Details of security provided:
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Bank loans are secured over the freehold property of the company to which the loans relate. Interest rates are either fixed rate or variable, subject to the bank base rate.
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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The following liabilities were secured:
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Details of security provided:
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Bank loans are secured over the freehold property of the company to which the loans relate. Interest rates are either fixed rate or variable, subject to the bank base rate.
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Analysis of the maturity of loans is given below:
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AMOUNTS FALLING DUE WITHIN ONE YEAR
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AMOUNTS FALLING DUE 1-2 YEARS
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AMOUNTS FALLING DUE 2-5 YEARS
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AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS
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Page 11
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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ALLOTTED, CALLED UP AND FULLY PAID
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10,000,000 (2025: 10,000,000) Ordinary shares of £0.000100 each
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6,000,000 (2025: 6,000,000) B Ordinary shares of £0.655715 each
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Investment property revaluation reserve
The investment property revaluation reserve is part of the profit and loss account, but is separately identified and ring-fenced due to being non-distributable.
Profit and loss account
The profit and loss account includes retained profits and losses, which is considered distributable, except for the ring-fenced element that relates to investment property revaluation as noted above.
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RELATED PARTY TRANSACTIONS
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During the year, Empyrean Properties charged Indigo Food Group Holdings Limited rent and other expenses totalling £546,016 (2025: £560,531). Both entities are under common control.
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Page 12
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EMPYREAN PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The immediate and ultimate parent company is Safe House Holdings Limited, a company incorporated in the United Kingdom.
There are no consolidated group accounts prepared in which the company is included.
The ultimate controlling party is Mark Woodington by virtue of his majority shareholding in Safe House Holdings Limited.
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