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REGISTERED NUMBER: 09919319 (England and Wales)

| UNAUDITED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2024 |

| FOR |

| VENGROVE REAL ESTATE (UK) LIMITED |

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

Balance Sheet | 1 |

Notes to the Financial Statements | 3 |

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

BALANCE SHEET

31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 13,599 |  | 18,174 |  |

Investments | 5 | 31,250 |  | 85,000 |  |

44,849 |  | 103,174 |  |

CURRENT ASSETS

Debtors | 6 | 998,860 |  | 896,009 |  |

Cash at bank | 527,136 |  | 394,560 |  |

1,525,996 |  | 1,290,569 |  |

CREDITORS

Amounts falling due within one year | 7 | (893,162 | ) | (639,453 | ) |

NET CURRENT ASSETS | 632,834 |  | 651,116 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 677,683 |  | 754,290 |  |

CREDITORS

Amounts falling due after more than one year | 8 | - |  | (36,111 | ) |

PROVISIONS FOR LIABILITIES | (2,739 | ) | (2,650 | ) |

NET ASSETS | 674,944 |  | 715,529 |  |

CAPITAL AND RESERVES

Called up share capital | 9 | 164,100 |  | 164,100 |  |

Retained earnings | 510,844 |  | 551,429 |  |

SHAREHOLDERS' FUNDS | 674,944 |  | 715,529 |  |

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 director acknowledges his 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.

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

BALANCE SHEET - continued

31 DECEMBER 2024

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 10 September 2025 and were signed by:

R W H Taylor - Director

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Vengrove Real Estate (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

| Registered number: | 09919319

| Registered office: | 3rd Floor

| 3-5 Rathbone Place

| London

| W1T 1HJ

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Significant judgements and estimates

| 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Short leasehold | - | Straight line over 5 years

| Fixtures and fittings | - | Straight line over 3 years

| Computer equipment | - | Straight line over 4 years

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

| Financial instruments are recognised 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.

| Basic financial assets, which include trade debtors, other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

| Basic financial liabilities, including trade creditors, other creditors, and amounts owed to group undertakings, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

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

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Going concern

| These accounts have been prepared on the going concern basis. Based on current trading and future expectations, the director is confident the company will continue to trade profitably in future periods and generate sufficient cash flows to meet its obligations as they fall due for payment.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 18 (2023 - 13 ) .

4. | TANGIBLE FIXED ASSETS

| Fixtures |

| Short |  | and |  | Computer |

| leasehold |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2024 | 7,924 |  | 16,715 |  | 43,112 |  | 67,751 |  |

| Additions | - |  | 2,707 |  | 5,345 |  | 8,052 |  |

| Disposals | - |  | (521 | ) | - |  | (521 | ) |

| At 31 December 2024 | 7,924 |  | 18,901 |  | 48,457 |  | 75,282 |  |

| DEPRECIATION

| At 1 January 2024 | 3,698 |  | 13,858 |  | 32,021 |  | 49,577 |  |

| Charge for year | 1,585 |  | 1,511 |  | 9,162 |  | 12,258 |  |

| Eliminated on disposal | - |  | (152 | ) | - |  | (152 | ) |

| At 31 December 2024 | 5,283 |  | 15,217 |  | 41,183 |  | 61,683 |  |

| NET BOOK VALUE

| At 31 December 2024 | 2,641 |  | 3,684 |  | 7,274 |  | 13,599 |  |

| At 31 December 2023 | 4,226 |  | 2,857 |  | 11,091 |  | 18,174 |  |

5. | FIXED ASSET INVESTMENTS

| Other

| investments

£ |

| COST OR VALUATION

| At 1 January 2024 | 85,000 |  |

| Revaluations | (53,750 | ) |

| At 31 December 2024 | 31,250 |  |

| NET BOOK VALUE

| At 31 December 2024 | 31,250 |  |

| At 31 December 2023 | 85,000 |  |

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade debtors | 303,371 |  | 669,611 |  |

| Amounts owed by group undertakings | 58,948 |  | 73,826 |  |

| Other debtors | 66,380 |  | 62,761 |  |

| Accrued income | 422,731 |  | - |  |

| Prepayments | 147,430 |  | 89,811 |  |

998,860 |  | 896,009 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade creditors | 64,170 |  | 23,762 |  |

| Amounts owed to group undertakings | 353,506 |  | 299,004 |  |

| Tax | 193,963 |  | 36,504 |  |

| Social security and other taxes | 29,680 |  | 23,973 |  |

| VAT | 159,944 |  | 200,448 |  |

| Other creditors | 45,616 |  | - |  |

| Rent spreading creditor | 35,729 |  | - |  |

| Deferred income | - |  | 21,106 |  |

| Accrued expenses | 10,554 |  | 34,656 |  |

893,162 |  | 639,453 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

£ | £ |

| Other creditors | - |  | 36,111 |  |

9. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 100 | Ordinary | 1 | 100 |  | 100 |  |

| 164,000 | Preference | 1 | 164,000 |  | 164,000 |  |

164,100 |  | 164,100 |  |

10. | OTHER FINANCIAL COMMITMENTS

| The company had outstanding commitments in respect of operating leases at 31 December 2024 of £306,306 (2023: £490,089).

VENGROVE REAL ESTATE (UK) LIMITED (REGISTERED NUMBER: 09919319)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

11. | RELATED PARTY DISCLOSURES

| As at 31 December 2024 the company was owed £52,432 (2023: £73,826) from companies of which Mr R Taylor is a director and owed £346,496 (2023: £299,004) to companies of which Mr R Taylor is a director.

| During the year the company raised sales invoices with a total value of £690,000 (2023: £720,000) to Vengrove Real Estate Developers Limited, a group company.

12. | ULTIMATE CONTROLLING PARTY

| The immediate parent company is Vengrove Group Limited.

| The ultimate controlling party is R W H Taylor.