REGISTERED NUMBER: 13282514 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

London BTR Investments

(NW) Holdings Limited

Page

Company information

1

Report of the directors

2

Statement of comprehensive income

3

Balance sheet

4

Statement of changes in equity

5

Notes to the financial statements

6

DIRECTORS:

G F Barnet

J N Patel

P A Shacalis

SECRETARY:

Sigma Capital Property Ltd

REGISTERED OFFICE:

Floor 3, 1 St. Ann Street

Manchester

M2 7LR

REGISTERED NUMBER:

13282514 (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 The principal activity of the company in the year under review was that of investment in and development of build to rent property ("BTR"), through its subsidiaries, in areas of 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.

G F Barnet

J N Patel

P A Shacalis

RESULTS AND DIVIDENDS

The profit for the period is £1,076 (2023 period : loss £60). The directors do not recommend the payment of a dividend for the current or prior periods.

GOING CONCERN

Further detail is provided on this in Note 2 of the Notes to the Financial Statements.

The directors have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future whilst acknowledging that the continuing ability of the Group to meet its financial obligations and continue as a going concern is dependent on the support of their lenders and shareholders. Nevertheless, 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:

G F Barnet - Director

27 August 2025

TURNOVER

-

-

Administrative expenses

(60

)

(60

)

OPERATING LOSS and

LOSS BEFORE TAXATION

4

(60

)

(60

)

Tax on loss

5

1,136

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

1,076

(60

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR

1,076

(60

)

FIXED ASSETS

Investments

6

77,561,672

100

CURRENT ASSETS

Debtors

7

18,994,134

106,845,447

Cash at bank

147

207

18,994,281

106,845,654

CREDITORS

Amounts falling due within one year

8

(18,992,786

)

(107,170,318

)

NET CURRENT ASSETS/(LIABILITIES)

1,495

(324,664

)

TOTAL ASSETS LESS CURRENT LIABILITIES

77,563,167

(324,564

)

CAPITAL AND RESERVES

Called up share capital

9

102

100

Share premium

77,886,653

-

Retained earnings

10

(323,588

)

(324,664

)

SHAREHOLDERS' FUNDS

77,563,167

(324,564

)

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:

G F Barnet - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

100

(324,604

)

-

(324,504

)

Changes in equity

Total comprehensive loss

-

(60

)

-

(60

)

Balance at 31 December 2023

100

(324,664

)

-

(324,564

)

Changes in equity

Issue of share capital

2

-

77,886,653

77,886,655

Total comprehensive income

-

1,076

-

1,076

Balance at 31 December 2024

102

(323,588

)

77,886,653

77,563,167

1.	STATUTORY INFORMATION

London BTR Investments (NW) Holdings 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.

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

-

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;

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.

Going concern

London BTR Investments (NW) Holdings Limited ("the Company") incurred a profit after tax of £1k for the year ended 31 December 2024 (2023: loss £0.06k) with net assets of £77.6m (2023: The directors acknowledge that the continuing ability of the Company to meet its financial obligations and continue as a going concern is dependent on the support of their lenders.

The Company's subsidiaries form 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. This included the re-tendering of construction contracts relating to two sites which were originally contracted to be constructed by Inland Homes plc, which entered administration in October 2023. Following the administration, contract works on the two sites were re-tendered to third parties with a view to contracting with alternative parties to enable completion of the developments. A new construction contract is now in place for one site and construction work re-commenced in December 2024. The re-tendering process is at an advanced stage on the second site and nearing finalisation. Once complete, this will enable the construction work to recommence on that site. As a result of cost inflation and reflecting that the replacement contractors are taking on partially completed works, the re-tendering process has highlighted that there will be cost increases in comparison to the original contracts with Inland Homes plc. Receipts under bonds taken out at the time of the original acquisition of the Inland Homes sites together with retentions will be utilised to offset the majority of these increased costs. Any shortfall would be expected to be met by additional equity from the joint venture partners in London BTR Investments LP.

The Administration of Inland Homes plc triggered a breach of covenants relating to certain of the sub- group's bank facilities. However, the Group has strong relationships with its lenders and continues to work and communicate with them to find an optimum solution to the benefit of all stakeholders. The lenders remain supportive and the Board is confident that it will be able to resolve the breach and enable debt funding to resume once the contract re-tendering is complete and construction re-commences.

Pending finalisation of the appointment of alternative contractors under the remaining construction contract to the satisfaction of lenders, the debt sub-group will remain in breach of the bank facilities related to these sites. As a result of this technical breach, the lenders may call upon their debt at short notice and as such the debt related to these facilities has been classified as repayable on demand. The Board expects to resolve this situation following the appointment of an alternative contractor and finalisation of a new construction contract on the site where this has not already been completed. This process is at an advanced stage and once complete, the construction work will recommence. The directors consider that action by the lenders to call upon its debt is unlikely, but acknowledge that this represents a material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern.

The Company expects, over the coming years, to continue to finance its operations through a combination of equity and debt financing.

The directors believe that adopting the going concern basis in preparing the financial statements is appropriate. The directors are making full disclosure, as required by accounting standards, to indicate the existence of a material uncertainty, which may cast significant doubt upon the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.

Based on the above, the directors have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future whilst acknowledging that the continuing ability of the Company to meet its financial obligations and continue as a going concern is dependent on the support of their lenders and shareholders. Nevertheless, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF 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.

There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.	LOSS BEFORE TAXATION

No expenses associated with this note were incurred in the year.

5.

TAXATION

Analysis of tax income

2024

2023

£

£

Current tax:

Tax

(1,136

)

-

Total tax income in statement of comprehensive income

(1,136

)

-

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 before income tax

(60

)

(60

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 0%)

(15

)

-

Effects of:

Amounts not recognised

1,513

-

Transfer pricing adjustments

(2,634

)

-

Tax income

(1,136

)

-

6.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

100

Additions

77,561,572

At 31 December 2024

77,561,672

NET BOOK VALUE

At 31 December 2024

77,561,672

At 31 December 2023

100

The company's investments at the Balance sheet date in the share capital of companies include the following:

London BTR Investments (NW) Holdings 2 Limited

Registered office: Floor 3, 1 St. Ann Street, Manchester, M2 7LR

Nature of business: Property development and investment

%

Class of shares:

holding

Ordinary

100.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

18,993,822

106,845,135

Other debtors

312

312

18,994,134

106,845,447

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

18,992,686

107,170,218

Other creditors

100

100

18,992,786

107,170,318

9.	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 £38,943,326 per share during the year.

10.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

(324,664

)

-

(324,664

)

Profit for the year

1,076

1,076

Cash share issue

-

77,886,653

77,886,653

At 31 December 2024

(323,588

)

77,886,653

77,563,065

11.	ULTIMATE PARENT 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 Investments Limited indirectly owns 100% of the share capital of London BTR Investments (NW) Holdings 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 the registered office of Sigma Capital Group Limited.