The directors of the company have elected not to include a copy of the income statement within the financial statements.

For the financial period ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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 members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Padlock UK Masterholdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O UK Storage Consultancy Limited Wework, 184 Shepherds Bush Road, London, W6 7NL. The company's principal activities and nature of its operations are disclosed in the directors' report.

These financial statements are prepared as at 31 December 2024 and cover the 7 month period from incorpoartion on 14 June 2024 to 31 December 2024.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The results of Padlock UK Masterholdco Limited are included in the consolidated financial statements of Padlock Partners UK Fund I which are available online from Sedar.com.

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue 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 income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The average monthly number of persons (including directors) employed by the company during the period was:

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's subsidiaries at 31 December 2024 are as follows:

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

Borrowings comprises of a loan facility up to a maximum of £103m. The default interest rate on the loan is SONIA plus 3.5% on the drawn amount of the loan, and it is repayable 3 years from the date of the first draw down. The loan is secured by fixed legal mortgage over the properties indirectly owned by Padlock UK Masterholdco Limited.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

On the 31 July 2024, a share swap was made between Padlock UK Masterholdco Limited and Padlock UK Holdo 1 Limited, resulting in share capital of £27,221,696.

On the 31 July 2024, a share swap was made between Padlock UK Masterholdco Limited and Padlock UK Holdo 2 Limited, resulting in share capital of £20,403,782.

On the 31 July 2024, a share swap was made between Padlock UK Masterholdco Limited and Padlock UK Holdo 3 Limited, resulting in share capital of £36,155,076.

On the 1 November 2024, the nominal value of the share capital was reduced from £1 to £0.70, with the capital reduction of £25,134,166 being transferred to the capital reduction reserve.

The company is not subject to any externally imposed capital requirements.

On 17 March 2025, the secured bank loan facility was increased from £103m to £155m.

On 15 May 2025, Padlock UK Holdco 4 Limited acquired a 22% shareholding in Padlock UK Masterholdco Limited.

On 15 May 2025, Padlock UK Masterholdco Limited acquired the entire share capital of Padlock UK Bidco 8 Limited.

On 15 May 2025, Padlock UK Masterholdco Limited acquired the entire share capital of Padlock UK Bidco 9 Limited.

During the year, Padlock UK Master Holdco Limited made sales in management services totalling £30,000 to Padlock UK Bidco 2 Limited.

During the year, Padlock UK Master Holdco Limited made sales in management services totalling £30,000 to Padlock UK Bidco 5 Limited.

During the year, Padlock UK Master Holdco Limited made sales in management services totalling £15,000 to Padlock UK Bidco 6 Limited.

During the year, Padlock UK Master Holdco Limited made sales in management services totalling £15,000 to Padlock UK Bidco 7 Limited.

The ultimate controlling party is Padlock Euro Storage Fund I, a Canadian entity.