REGISTERED NUMBER: 12206506 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Sigma PRS Investments

(Beam Park V&W) Limited

Page

Company information

1

Report of the directors

2

Statement of comprehensive income

3

Balance sheet

4

Statement of changes in equity

6

Notes to the financial statements

7

DIRECTORS:

J N Patel

P A Shacalis

M S McGill

SECRETARY:

Sigma Capital Property Ltd

REGISTERED OFFICE:

Floor 3, 1 St. Ann Street

Manchester

M2 7LR

REGISTERED NUMBER:

12206506 (England and Wales)

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 is the investment in property for the private rental sector. The company owns and manages 80 residential units which are let to tenants on shorthold assured tenancies.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J N Patel

P A Shacalis

M S McGill

RESULTS AND DIVIDENDS

The profit for the period is £1,430,713 (2023 period: loss £304,320). The directors do not recommend the payment of a dividend for the current or prior periods.

GOING CONCERN

The Company is part of a sub-group which has provided guarantees in respect of the third party debt provided to fund that sub-group. The Directors have reviewed the trading prospects and projected cash flows of both the business and the debt sub-group of which it forms part and as a result have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the directors 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.

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:

M S McGill - Director

27 August 2025

TURNOVER

1,506,396

1,428,229

Cost of sales

(368,898

)

(270,174

)

GROSS PROFIT

1,137,498

1,158,055

Administrative expenses

(166,193

)

(223,312

)

OPERATING PROFIT

971,305

934,743

Interest receivable and similar income

296,466

1,365

1,267,771

936,108

Revaluation of derivatives

4

(267,390

)

(220,773

)

Gain/(loss) on revaluation of investment property

150,000

(500,000

)

1,150,381

215,335

Interest payable and similar expenses

5

(957,605

)

(639,344

)

PROFIT/(LOSS) BEFORE TAXATION

6

192,776

(424,009

)

Tax on profit/(loss)

7

1,237,937

119,689

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

1,430,713

(304,320

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,430,713

(304,320

)

FIXED ASSETS

Tangible assets

8

62,945

86,707

Derivative financial instruments

9

14,705

282,095

Investment property

10

26,050,000

25,900,000

26,127,650

26,268,802

CURRENT ASSETS

Debtors

11

387,070

192,855

Cash at bank

232,220

203,191

619,290

396,046

CREDITORS

Amounts falling due within one year

12

(289,453

)

(7,103,372

)

NET CURRENT ASSETS/(LIABILITIES)

329,837

(6,707,326

)

TOTAL ASSETS LESS CURRENT LIABILITIES

26,457,487

19,561,476

CREDITORS

Amounts falling due after more than one year

13

(13,570,616

)

(13,570,616

)

PROVISIONS FOR LIABILITIES

15

-

(1,333,356

)

NET ASSETS

12,886,871

4,657,504

CAPITAL AND RESERVES

Called up share capital

16

102

100

Share premium

6,798,652

-

Retained earnings

17

6,088,117

4,657,404

SHAREHOLDERS' FUNDS

12,886,871

4,657,504

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 27 August 2025 and were signed on its behalf by:

M S McGill - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

100

4,961,724

-

4,961,824

Changes in equity

Total comprehensive income

-

(304,320

)

-

(304,320

)

Balance at 31 December 2023

100

4,657,404

-

4,657,504

Changes in equity

Issue of share capital

2

-

6,798,652

6,798,654

Total comprehensive income

-

1,430,713

-

1,430,713

Balance at 31 December 2024

102

6,088,117

6,798,652

12,886,871

1.	STATUTORY INFORMATION

Sigma PRS Investments (Beam Park V&W) 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.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows.

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Turnover

Rental income from investment property is accounted for under an accruals basis.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Investment property

Investment property, including that which is being constructed for future use as investment property, is measured initially at its cost including related transaction costs. After initial recognition, investment property is carried at fair value. The investment properties are valued by CBRE (UK) Limited who are qualified valuation experts and hold a recognised and relevant professional qualification. The valuation basis of market value conforms to international valuation standards. The valuation is based on market evidence of investment yields, expected gross to net income rates and actual and expected rental values. Gains or losses arising from arising from changes in the fair value of the investment property are included in profit from operations in the income statement of the period in which they arise.

Financial instruments

Financial assets and financial liabilities are recognised on the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

The company uses derivatives financial instruments, specifically caps, to manage interest rate risk. The group does not use derivative financial instruments for speculative purposes. Derivatives are recognised in the Statement of Financial Position at fair value on the date the transaction is entered into and are subsequently re-measured at their fair values at year end. Changes in the fair value of derivatives are recognised in the Statement of Comprehensive Income.

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all the risk and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Taxation

Tax on the profit or loss for the period comprises current tax and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.

Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at the date that will result in an obligation to pay more, or a right to pay less or to receive more tax with the following exceptions:

1) The recognition of deferred tax assets is limited to the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

2) Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Fund exemption election Para 12(3) Sch5AAA TCGA 1992

The company is exempt from UK corporation tax on chargeable gains by virtue of the 'Fund Exemption Election' under para 12(3) Sch 5AAA TCGA 1992 that London BTR Investments LP made effective from 29 July 2024 in relation to its 100% subsidiary London BTR Investments Ltd (and its subsidiaries - all of which are 100% owned). This treatment applies to London BTR Investments Ltd (and its subsidiaries - all of which are 100% owned) under "Exemption for direct or indirect disposals of UK land by persons in which fund invests" para 16 Sch 5AAA TCGA 1992 and is applicable from July 2024, immediately after the election was effective per para 17(4) Sch 5AAA TCGA 1992.

As a result of the exemption status noted above, from 29 July 2024, entities in the group that would otherwise recognise deferred tax on the difference between an investment property's balance sheet value for accounting purposes and the tax base cost of that asset do not recognise deferred tax on such items. In the current period, this has led to deferred tax credit of £1.3m recognised through the income statement which relates to the reversal of the opening deferred tax liabilities.

A review of the election's conditions was undertaken upon entry into the regime and the conditions are continually monitored to ensure that they are met.

Annual reporting to HMRC will be undertaken as required under the regime.

Impairment

When there is an indication of impairment, the company reviews the carrying value of its assets to determine whether those assets have suffered an impairment loss. The recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to determine the recoverable amount of an individual asset the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately.

Where an impairment subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.

Finance income

Interest income from interest rate derivative hedges are accounted for on an accruals basis.

Going concern

The Company is part of a sub-group which has provided guarantees in respect of the third party debt provided to fund that sub-group. The Directors have reviewed the trading prospects and projected cash flows of both the business and the debt sub-group of which it forms part and as a result have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY ESTIMATION

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these 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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below:

Fair value of investment property

Investment properties are held at fair value, based on independent valuations provided by CBRE (UK) Limited, acting in the capacity of External Valuers as defined in the RICS Red Book. The valuation is based upon assumptions including future rental income, anticipated maintenance costs, future development costs and the appropriate discount rate. The valuers also make reference to market-based evidence of transaction prices for similar properties.

Derivative financial instruments valuation

Derivative financial instruments are held at fair value, based on independent Chatham Financial valuations, acting in the capacity of External Valuers.

4.

REVALUATION OF DERIVATIVES

2024

2023

£

£

Loss on revaluation of interest caps

267,390

220,773

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

957,605

639,344

6.	PROFIT/(LOSS) BEFORE TAXATION

The profit before taxation (2023 - loss before taxation) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

25,865

65,157

Profit on disposal of fixed assets

(4,659

)

-

7.

TAXATION

Analysis of tax income

2024

2023

£

£

Current tax:

Tax

95,419

5,311

Deferred tax

(1,333,356

)

(125,000

)

Total tax income in statement of comprehensive income

(1,237,937

)

(119,689

)

Factors affecting the tax expense

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

2024

2023

£

£

Profit/(loss) before income tax

192,776

(424,009

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

48,194

(99,727

)

Effects of:

Deferred tax on revaluation

-

117,600

Capital allowances

-

(15,628

)

Disallowed expenses

-

3,066

Adjustments in respect of prior years

(121,234

)

-

Expenses not deductible

(1,164

)

-

Amounts not recognised

282,020

-

Transfer pricing adjustments

(52,983

)

-

Reversal of deferred tax post Fund Exemption Election

(1,333,356

)

-

Revaluation exempt from tax

(37,500

)

(125,000

)

Amounts exempt from deferred tax

(21,914

)

-

Tax income

(1,237,937

)

(119,689

)

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2024

246,778

Additions

5,896

Disposals

(8,762

)

At 31 December 2024

243,912

DEPRECIATION

At 1 January 2024

160,071

Charge for year

25,865

Eliminated on disposal

(4,969

)

At 31 December 2024

180,967

NET BOOK VALUE

At 31 December 2024

62,945

At 31 December 2023

86,707

9.

DERIVATIVE FINANCIAL INSTRUMENTS

The fair value of derivative financial instruments was £14,705 (2023: £282,095) which is made up of a interest rate hedge.

The derivative financial instrument was entered into in February 2022 and expired in January 2025. The notional loan amount was £13.6m with a strike rate of 1.25%.

The cash payment or rebate is a function of the difference between strike rate per the agreement and the SONIA compounding rate with a 5 day look back.

The loss in fair value of the derivative financial instrument in the year was £267,390 (2023: loss £220,773).

10.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

25,900,000

Revaluations

150,000

At 31 December 2024

26,050,000

NET BOOK VALUE

At 31 December 2024

26,050,000

At 31 December 2023

25,900,000

Fair value at 31 December 2024 is represented by:

£

Valuation in 2019

1,846,898

Valuation in 2020

330,581

Valuation in 2021

655,945

Valuation in 2022

3,000,000

Valuation in 2023

(500,000

)

Valuation in 2024

150,000

Cost

20,566,576

26,050,000

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

26,733

25,119

Amounts owed by group undertakings

286,510

-

Other debtors

73,827

167,736

387,070

192,855

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

35,093

44,946

Amounts owed to group undertakings

-

6,798,654

Other creditors

52,768

46,862

Accrued expenses

201,592

212,910

289,453

7,103,372

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans (see note 14)

13,570,616

13,570,616

14.

FINANCIAL LIABILITIES - BORROWINGS

In the current year there was a bank loan of £13,570,616 (2023: £13,570,616).

The Company is part of a sub-group which has provided guarantees in respect of the third party debt provided to fund that sub-group.

The bank loan is utilised to fund the Company’s investment in private rented sector property. The total facility is £13.6 million and interest is charged at commercial rates. The loan facility is secured on the company’s investment property.

15.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

-

1,333,356

Deferred

tax

£

Balance at 1 January 2024

1,333,356

Provided during year

(1,333,356

)

Balance at 31 December 2024

-

The deferred tax liability relates to unrealised property revaluations.

The credit in the year has arisen as a result of a tax election as referenced in Note 2.

16.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

102

Ordinary Shares

£1

102

100

2 Ordinary shares of £1 each were allotted at a premium of £3,399,326 per share during the year.

17.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

4,657,404

-

4,657,404

Profit for the year

1,430,713

1,430,713

Cash share issue

-

6,798,652

6,798,652

At 31 December 2024

6,088,117

6,798,652

12,886,769

18.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The directors of the company regard EQT Real Estate II SCSp as the ultimate parent company and ultimate controlling party. EQT Real Estate II SCSp is a Company incorporated and registered in Luxembourg with company number B227967. Its registered office is at 51A Boulevard Royal, Luxembourg 2449.

London BTR Investment (NW II) Holdings 2 Limited owns 100% of the share capital of Sigma PRS Investments (Fresh Wharf) Limited and is the parent company of the smallest group of which the entity is a member and for which group accounts are drawn up. These accounts are publicly available from Companies House.