REGISTERED NUMBER: 13506343 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

London BTR Investments

(Fulbourne Road Block A) 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:

M S McGill

J N Patel

P A Shacalis

SECRETARY:

Sigma Capital Property Ltd

REGISTERED OFFICE:

Floor 3, 1 St. Ann Street

Manchester

M2 7LR

REGISTERED NUMBER:

13506343 (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.

M S McGill

J N Patel

P A Shacalis

RESULTS AND DIVIDENDS

The loss for the period is £6,832,233 (2023 period: loss £2,377,543). The directors do not recommend the payment of a dividend for the current or prior periods.

GOING CONCERN

Further detail is provided 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:

M S McGill - Director

27 August 2025

TURNOVER

-

-

Administrative expenses

(7,714

)

(6,432

)

OPERATING LOSS

(7,714

)

(6,432

)

Interest receivable and similar income

709,517

489,359

701,803

482,927

(Loss) on revaluation of

investment property

(6,696,162

)

(2,684,478

)

(5,994,359

)

(2,201,551

)

Interest payable and similar expenses

4

(1,727,985

)

-

LOSS BEFORE TAXATION

5

(7,722,344

)

(2,201,551

)

Tax on loss

6

890,112

(175,992

)

LOSS FOR THE FINANCIAL YEAR

(6,832,232

)

(2,377,543

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(6,832,232

)

(2,377,543

)

FIXED ASSETS

Investment property

7

35,700,000

40,598,167

CURRENT ASSETS

Debtors

8

1,633,982

510,298

Cash at bank

60,440

2,152

1,694,422

512,450

CREDITORS

Amounts falling due within one year

9

(29,527,094

)

(42,900,827

)

NET CURRENT LIABILITIES

(27,832,672

)

(42,388,377

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,867,328

(1,790,210

)

PROVISIONS FOR LIABILITIES

11

-

(663,967

)

NET ASSETS/(LIABILITIES)

7,867,328

(2,454,177

)

CAPITAL AND RESERVES

Called up share capital

12

102

100

Share premium

17,153,735

-

Retained earnings

13

(9,286,509

)

(2,454,277

)

SHAREHOLDERS' FUNDS

7,867,328

(2,454,177

)

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

(76,734

)

-

(76,634

)

Changes in equity

Total comprehensive loss

-

(2,377,543

)

-

(2,377,543

)

Balance at 31 December 2023

100

(2,454,277

)

-

(2,454,177

)

Changes in equity

Issue of share capital

2

-

17,153,735

17,153,737

Total comprehensive loss

-

(6,832,232

)

-

(6,832,232

)

Balance at 31 December 2024

102

(9,286,509

)

17,153,735

7,867,328

1.	STATUTORY INFORMATION

London BTR Investments (Fulbourne Road Block A) 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;

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 of £664k recognised through the income statement which relates to the reversal of 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

London BTR Investments (Fulbourne Road Block A) Limited ("the Company") incurred a loss after tax of £6.9m for the year ended 31 December 2024 (2023: loss £2.4m) with net assets of £7.9m (2023: net liabilities of £2.5m) and net current liabilities of £27.8m as at 31 December 2024 (2023: £42.4m). 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 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. 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.

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.

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

1,593,491

-

Arrangement fees

134,494

-

1,727,985

-

5.	LOSS BEFORE TAXATION

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

6.

TAXATION

Analysis of tax (income)/expense

2024

2023

£

£

Current tax:

Tax

(226,145

)

(258,189

)

Deferred tax

(663,967

)

434,181

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

(890,112

)

175,992

Factors affecting the tax expense

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

2024

2023

£

£

Loss before income tax

(7,722,344

)

(2,201,551

)

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

(1,930,586

)

(517,805

)

Effects of:

Deferred tax

-

434,181

Capital items deducted

-

(408,477

)

Loss carried forward

(352,737

)

679,267

Revaluation

-

(11,174

)

Transfer pricing adjustments

(151,758

)

-

Reversal of deferred tax post Fund Exemption Election

(663,967

)

-

Revaluation exempt from tax

1,674,041

-

Amounts exempt from deferred tax

(130,930

)

-

Disallowed expenses

665,825

-

Tax (income)/expense

(890,112

)

175,992

7.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2024

40,598,167

Additions

1,797,995

Revaluations

(6,696,162

)

At 31 December 2024

35,700,000

NET BOOK VALUE

At 31 December 2024

35,700,000

At 31 December 2023

40,598,167

Fair value at 31 December 2024 is represented by:

£

Valuation in 2022

47,507

Valuation in 2023

(2,684,478

)

Valuation in 2024

(6,696,162

)

Cost

45,033,133

35,700,000

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

1,633,982

510,298

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans (see note 10)

24,446,182

24,036,616

Trade creditors

936,906

193,215

Amounts owed to group undertakings

3,624,305

17,153,737

Social security and other taxes

-

363

Other creditors

67,613

695,767

Accrued expenses

452,088

821,129

29,527,094

42,900,827

10.

FINANCIAL LIABILITIES - BORROWINGS

The financial liability borrowing for the period is £24,446,182 (2023: £24,036,616) which is made up of a current bank loan (2023: non-current bank loan).

The bank loan is utilised to fund the Company's investment in private rented sector property. Interest is charged on the facility at commercial rates and is secured on the Company's investment property.

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.

Inland Homes plc, the developer contracted to build on two of the sub-group's sites, entered administration on 27 September 2023. This event triggered a breach of the long stop date of some of the sub-group's bank facilities. As outlined earlier in these financial statements, construction work on one site re-commenced in December 2024 following the contract's finalisation, the other site is at an advanced stage in re-tendering the remaining construction work. Pending the appointment of alternative contractors and finalisation of construction contracts to the satisfaction of lenders, the sub-group will remain in technical breach of one of the bank facilities. However, the Group continues to work and communicate with lenders in order to find an optimum solution to the benefit of all stakeholders. As a result of the technical breach, the debt related to these facilities has been classified as repayable on demand. The Group hopes to resolve this situation following the appointment of alternative contractors and finalisation of construction contracts to the satisfaction of the lenders.

When development of a site becomes inactive for a prolonged period the interest incurred is charged to the income statement. During 2024, development loan interest incurred on active sites was capitalised and on inactive sites was charged to the income statement. During 2023 all development loan interest incurred was capitalised.

11.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

-

663,967

Deferred

tax

£

Balance at 1 January 2024

663,967

Provided during year

(663,967

)

Balance at 31 December 2024

-

The deferred tax liability relates to unrealised property revaluations and utilisation of capitalised interest.

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

12.	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 £8,576,868 per share during the year.

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

(2,454,277

)

-

(2,454,277

)

Deficit for the year

(6,832,232

)

(6,832,232

)

Cash share issue

-

17,153,735

17,153,735

At 31 December 2024

(9,286,509

)

17,153,735

7,867,226

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

London BTR Investment (NW) Holdings 2 Limited owns 100% of the share capital of London BTR Investments (Fulbourne Road Block A 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.