NW II Holdings - Limited company accounts 25.1

REGISTERED NUMBER: 13796690 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

London BTR Investments

(NW II) 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:

13796690 (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"), 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 result for the period is £nil (2023: £nil). The directors do not recommend the payment of a dividend for the period ended 31 December 2024.

GOING CONCERN

The directors 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:

G F Barnet - Director

27 August 2025

TURNOVER

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

4

-

Tax on profit

5

-

PROFIT FOR THE FINANCIAL YEAR

-

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

-

FIXED ASSETS

Investments

6

18,968,710

100

CURRENT ASSETS

Debtors

7

507,872

18,968,810

CREDITORS

Amounts falling due within one year

8

(507,772

)

(18,968,810

)

NET CURRENT ASSETS

100

-

TOTAL ASSETS LESS CURRENT
LIABILITIES

18,968,810

100

CAPITAL AND RESERVES

Called up share capital

9

102

100

Share premium

18,968,708

-

SHAREHOLDERS' FUNDS

18,968,810

100

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

-

100

Changes in equity

Balance at 31 December 2023

100

-

100

Changes in equity

Issue of share capital

2

-

18,968,708

18,968,710

Balance at 31 December 2024

102

-

18,968,708

18,968,810

1.	STATUTORY INFORMATION

London BTR Investments (NW II) 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

The Company's subsidiaries form 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 its subsidiaries debt sub-group 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 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.	PROFIT BEFORE TAXATION

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

5.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

6.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

100

Additions

18,968,610

At 31 December 2024

18,968,710

NET BOOK VALUE

At 31 December 2024

18,968,710

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 (NWII) 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

507,772

18,968,710

Other debtors

100

507,872

18,968,810

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Amounts owed to group undertakings

507,772

18,968,710

Other creditors

-

100

507,772

18,968,810

9.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

100

Ordinary Shares

£1

102

100

2 Ordinary shares shares of £1 each were allotted at a premium of £9,484,355 per share during the year.

10.

RESERVES

Retained

Share

earnings

premium

Totals

£

Profit for the year

-

Cash share issue

-

18,968,708

At 31 December 2024

-

18,968,708

11.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

London BTR Investment Holdings Limited owns 100% of the share capital of London BTR Investments (NWII) Holdings Limited.

London BTR Investments Limited 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.