The directors present their annual report and financial statements for the 18-month period ended 30 June 2024.

The principal activity of the company continued to be that of a commercial property investment company.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

The results for the period are set out on page 8.

No ordinary dividends were paid during the year. The directors do not recommend payment of a final dividend.

The ultimate parent company has made qualifying third party indemnity provisions for the benefit of the company's directors during the period. These provisions remain in force at the reporting date.

The directors expect the principal activity of the company to remain unchanged in the near future.

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors' assessment of going concern can be found in note 1.2 of these financial statements.

The directors are responsible for preparing the 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Castleford Investments Limited (the 'company') for the period ended 30 June 2024 which comprise of the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the 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 FRS 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 company's affairs as at 30 June 2024 and of its loss for the period 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's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to note 1.2 to the financial statements which explains that the directors intend to sell the investment property and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the Directors' Report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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; or

• the directors were not entitled to take advantage of the exemption from the requirement to prepare a Strategic Report

As explained more fully in the Directors' Responsibilities Statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered 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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Castleford Investments Limited is a company limited by shares incorporated in England and Wales. The registered office is 2nd Floor 5-6 Clipstone Street, London, W1W 6BB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

At the balance sheet date, current assets exceeded current liabilities by £42,996 (2022: net current liabilities £26,118,815). The company had net liabilities at the balance sheet date of £4,153,087 (2022: £19,487,960).

The loan to Gatehouse Bank PLC has been extended to 21 November 2025. At the date of signing these financial statements, there has been no agreement to extend the term of this facility beyond this date. In the event the bank does not extend these facilities, the bank may opt to exercise its protective rights under the credit facility agreement and foreclose on its security. Should this happen, the Company will be unable to continue in operational existence as a going concern which may result in adjustment to the amounts recorded in the financial statements.

The directors have assessed the company’s ability to meet its debts as they fall due. In making their assessment, the directors have considered:

· the level of actual rental collections;

· rent arrangements outside of lease terms that have been agreed or in negotiation;

· a prediction of rent collection,

· any support available from the company's shareholder, and

· any obligations under third-party credit facilities.

The directors have determined that at present the company is unable to generate sufficient cash flow from operations to cover interest payments on the Gatehouse Bank PLC loan.

Subsequent to the year end, due to continued operating losses, Gatehouse Bank PLC have agreed in principle to defer the interest payment due in July to December or upon sale of the company's investment property. This agreement does not affect the due date of the October interest payment. The directors are now pursuing a sale of the company's investment property. This event is considered a non-adjusting post balance sheet event under FRS 102, as the decision and agreement occurred after the reporting date. As a result, no adjustments have been made to the carrying amounts of assets and liabilities at 30 June 2024.

In light of the planned sale of the investment property, and the fact that the company may not continue in operational existence beyond completion of that sale, these financial statements have been prepared on a basis other than going concern. This basis of preparation does not affect the recognition or measurement of assets, liabilities, income or expenditure recorded in these financial statements.

The turnover shown in the statement of comprehensive income represents rental income receivable in the year, exclusive of Value Added Tax, and derives solely in the United Kingdom.

Turnover is recognised on an accruals basis, whereby any reduction in rent arising from rent free periods provided to tenants is spread across the length of the relevant lease on a straight line basis.

Other income primarily represents car park rental income from third parties.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The fair value of the investment property has been adjusted to take into account any rent free periods which existed at the reporting date. The surplus or deficit on revaluation is recognised in the statement of comprehensive income.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

The company only has basic financial instruments measured at amortised cost, with no financial instruments classified as other or basic instruments measured at fair value except investment property.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Exemptions from group accounts

The financial statements contain information about Castleford Investments Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under section 405 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as its only subsidiary undertaking was immaterial as defined in section 405 of the Companies Act 2006.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities.

The estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Since management’s judgement involves making estimates concerning the likelihood of future events, the actual results could differ from those estimates. Estimates and judgements are continually evaluated and revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future year affected.

Management also makes certain judgements, apart from those involving estimations, in the process of applying the accounting policies. The most significant judgements affecting the amounts reported in the financial statements surround:

• the directors' consideration as to whether or not any assets owned by the company are impaired.

Having considered all the material facts, the directors are satisfied that any estimates or judgement made are materially correct and reasonable given the company's circumstances at year end.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

The investment property is stated at fair value, as accounted for by the directors. The valuation is on the basis of Market Value ("MV") which is defined in the RICS Valuation Standards as:

"The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgably, prudently and without compulsion."

The fair value of the investment property is revalued each year end at MV by the directors with the surplus being taken to the statement of comprehensive income. The valuation is subjective to, among other factors, the economic climate, the location of the property and expected future rental income. When considering the valuation of the investment property the valuation inputs were considered at the reporting date.

An analysis of the company's turnover is as follows:

On 26 March 2024, as part of the restructuring process prior to the transfer of ownership of the company to EH Participation 2 LLP, the company had the amount owed to its then immediate parent undertaking, CFEH CG Holdings LP, waived. On the same day, the company waived the amount owed by its then immediate parent undertaking. The loans and accrued interest balances as at the date of waiver were as follows:

• £33,555,118 owed by the company to CFEH CG Holdings LP

• £14,893,661 owed by CFEH CG Holdings LP to the company

These waived amounts have been recognised directly in reserves. The waived amounts are presented as a single net waived balance of £18,661,457 on the face of the statement of changes in equity.

The average monthly number of persons (including directors) employed by the company during the year was nil (2022: nil).

No liability to UK corporation tax arose on ordinary activities for the year.

As at 30 June 2024 the company had a potential deferred tax asset on accumulated impairments of investment property of £3,837,048 (2022: £4,296,372) based on the substantively enacted future corporation tax rate at the year end of 25%. The company also had a potential deferred tax asset in respect of tax losses carried forward of £2,577,032 (2022: £1,973,909) based on the substantively enacted future corporation tax rate at the year end of 25%.

It is uncertain if the company will make sufficient profits in the future to utilise these deferred tax assets. Therefore, the directors have chosen not to recognise any deferred tax assets in these financial statements.

Investment property comprises the Carlton Lanes Shopping Centre, Castleford.

The carrying value of the investment property is based on a valuation carried out by independent valuers at the valuation date of 30 November 2023. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties and use of the residual method. There have been several years of declining values in the retail sector. Between the valuation date and the period end of 30 June 2024, management has assessed that there has been no material movement in the value of the investment property. This assessment has been supported by an additional independent valuation carried out on 2 December 2024, which confirmed that there was no material change in the property’s fair value.

Details of the company's subsidiaries at 30 June 2024 are as follows:

Trade debtors are presented net of bad debt provisions of £66,616 (2022: £66,319).

Included within other debtors is cash amounting to £389,315 held by a service provider on behalf of the company.

The loan to Gatehouse Bank PLC was due for repayment on 30 June 2024 and has been extended to 21 November 2025.

At the reporting date the bank loan was due for repayment in full on 21 November 2025. The loan is secured by a first legal charge over the property of the company, as detailed in note 10. The charge extends to the assets of the company, both present and future and includes the issued share capital of Carlton Lanes Development Limited.

The company leases out units within its investment property under non-cancellable operating leases for the following future minimum lease income. There are no contingent rents.

The company has taken advantage of the exemption available under FRS 102 whereby, it has not disclosed transactions with the immediate parent company or any wholly owned subsidiary undertakings of the group.

The company's immediate parent company is EH Participation 2 LLP.

During the period ending 30 June 2024, the accounting treatment of amounts held in a client account managed by the company's property managing agent was reviewed. In previous periods, only the portion of the client account balance relating to rent due to the company was recognised as cash in the company's financial statements, while the portion related to service charge and other items was not recognised at all.

Following a reassessment in the current period, it was determined that the full balance held in the client account, including both rent and service charge amounts, should be recognised as a debtor rather than cash. Additionally, the service charge portion of the balance has been matched with a corresponding liability to reflect the company's obligations.