REGISTERED NUMBER: 12935294 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

London BTR Investments

(Ark Soane) 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:

12935294 (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 in the year under review was that of investment in and development of build to rent property ("BTR") in Greater London.

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 loss for the period is £534,498 (2023 profit: £5,587,169). 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

345,779

-

Administrative expenses

(49,519

)

(9,661

)

OPERATING PROFIT/(LOSS)

296,260

(9,661

)

Other income

-

784,590

Interest receivable and similar income

72,644

-

368,904

774,929

(Loss) on revaluation of derivatives

5

(48,685

)

-

(Loss)/gain on revaluation of

investment property

(2,423,201

)

6,787,410

(2,102,982

)

7,562,339

Interest payable and similar expenses

6

(666,633

)

-

(LOSS)/PROFIT BEFORE TAXATION

7

(2,769,615

)

7,562,339

Tax on (loss)/profit

8

2,235,117

(1,975,170

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(534,498

)

5,587,169

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(534,498

)

5,587,169

FIXED ASSETS

Tangible assets

9

219,790

227,987

Financial instruments

16

228,751

-

Investments

10

100

-

Investment property

11

43,549,999

44,451,485

43,998,640

44,679,472

CURRENT ASSETS

Debtors

12

22,202,331

2,718

Cash at bank

24,898

2,265

22,227,229

4,983

CREDITORS

Amounts falling due within one year

13

(2,158,519

)

(37,011,791

)

NET CURRENT ASSETS/(LIABILITIES)

20,068,710

(37,006,808

)

TOTAL ASSETS LESS CURRENT LIABILITIES

64,067,350

7,672,664

CREDITORS

Amounts falling due after more than one year

14

(23,259,500

)

-

PROVISIONS FOR LIABILITIES

17

-

(2,015,459

)

NET ASSETS

40,807,850

5,657,205

CAPITAL AND RESERVES

Called up share capital

18

300

100

Share premium

35,684,943

-

Retained earnings

19

5,122,607

5,657,105

SHAREHOLDERS' FUNDS

40,807,850

5,657,205

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

69,936

-

70,036

Changes in equity

Total comprehensive income

-

5,587,169

-

5,587,169

Balance at 31 December 2023

100

5,657,105

-

5,657,205

Changes in equity

Issue of share capital

200

-

35,684,943

35,685,143

Total comprehensive loss

-

(534,498

)

-

(534,498

)

Balance at 31 December 2024

300

5,122,607

35,684,943

40,807,850

1.	STATUTORY INFORMATION

London BTR Investments (Ark Soane) 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 91 to 99 of IFRS 13 Fair Value Measurement;

•

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 Balance Sheet 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 Balance Sheet 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 £2,015k 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 UNCERTAINTIES

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 both completed and under construction 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.	OTHER INCOME

2024

2023

£

£

Other income

-

784,590

Other income represents amounts payable by a contractor in respect of later than expected delivery of assets where the delay is attributable to the contractor.

5.

(LOSS) ON REVALUATION OF DERIVATIVES

2024

2023

£

£

Revaluation of derivatives

48,685

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

666,633

-

7.	(LOSS)/PROFIT BEFORE TAXATION

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

2024

2023

£

£

Depreciation - owned assets

38,438

36

8.

TAXATION

Analysis of tax (income)/expense

2024

2023

£

£

Current tax:

Tax

(219,658

)

-

Deferred tax

(2,015,459

)

1,975,170

Total tax (income)/expense in statement of comprehensive income

(2,235,117

)

1,975,170

Factors affecting the tax expense

The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

(Loss)/profit before income tax

(2,769,615

)

7,562,339

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

(692,404

)

1,778,662

Effects of:

Capital items expensed

-

(261,841

)

Amounts exempt from deferred tax

(812,554

)

-

Losses carried forward

(345,260

)

79,578

Amounts not recognised

1,228,101

-

Transfer pricing adjustments

(203,341

)

-

Reversal of deferred tax post Fund Exemption Election

(2,015,459

)

-

Revaluation exempt from tax

605,800

(1,596,399

)

Deferred tax on revaluation and capital items expensed

-

1,975,170

Tax (income)/expense

(2,235,117

)

1,975,170

9.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2024

228,023

Additions

30,241

At 31 December 2024

258,264

DEPRECIATION

At 1 January 2024

36

Charge for year

38,438

At 31 December 2024

38,474

NET BOOK VALUE

At 31 December 2024

219,790

At 31 December 2023

227,987

10.	INVESTMENTS

Shares in group undertakings

£

COST

At 1 January 2024

100

At 31 December 2024

100

NET BOOK VALUE

At 31 December 2024

100

At 31 December 2023

100

11.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

44,451,485

Additions

1,521,715

Revaluations

(2,423,201

)

At 31 December 2024

43,549,999

NET BOOK VALUE

At 31 December 2024

43,549,999

At 31 December 2023

44,451,485

Fair value at 31 December 2024 is represented by:

£

Valuation in 2021

(628,465

)

Valuation in 2022

789,620

Valuation in 2023

6,787,410

Valuation in 2024

(2,423,201

)

Cost

39,024,635

43,549,999

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

22,163,294

-

Other debtors

39,037

2,718

22,202,331

2,718

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

13,282

17,980

Amounts owed to group undertakings

-

35,685,143

Other creditors

1,798,557

1,306,903

Accrued expenses

346,680

1,765

2,158,519

37,011,791

14.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans (see note 15)

23,259,500

-

15.

FINANCIAL LIABILITIES - BORROWINGS

The financial liability borrowing for the period is £23,259,500 which is made up of a non-current bank loan.

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. Interest is charged at commercial rates and the loan facility is secured on the company's investment property.

16.	FINANCIAL INSTRUMENTS

The fair value of derivative financial instruments was £228,751 which is made up of a interest rate hedge.

The derivative financial instrument was entered into in August 2024 and expires in December 2026. The notional loan amount is £17.4m with a strike rate of 3.75%.

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 £48,685.

17.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

-

2,015,459

Deferred

tax

£

Balance at 1 January 2024

2,015,459

Provided during year

(2,015,459

)

Balance at 31 December 2024

-

The deferred tax liability related to unrealised property revaluations and capital items expensed.

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

18.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

300

Ordinary Shares

£1

300

100

198 Ordinary shares of £1 each were allotted at a premium of £178,511 per share during the year.

2 Ordinary shares of £1 each were allotted at a premium of £169,841 per share during the year.

19.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

5,657,105

-

5,657,105

Deficit for the year

(534,498

)

(534,498

)

Cash share issue

-

35,684,943

35,684,943

At 31 December 2024

5,122,607

35,684,943

40,807,550

20.	ULTIMATE CONTROLLING PARTY

In August 2024, London BTR Investments (Ark Soane) Ltd along with its subsidiary were sold by its immediate parent London BTR Investments Holdings 2 Ltd to London BTR Investments (NW III) Holdings 2 Ltd.

At 31 December 2024, London BTR Investment (NW III) Holdings 2 Limited owned 100% of the share capital of London BTR Investments (Ark Soane) 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 and copies can be obtained from Companies house.

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. It's registered office is at 51A Boulevard Royal, Luxembourg 2449.