REGISTERED NUMBER: 14472530 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

London BTR Investments

(Ark Soane) Opco 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:

14472530 (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 operating a build to rent property ("BTR") 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.

M S McGill

J N Patel

P A Shacalis

RESULTS AND DIVIDENDS

The loss for the period is £60,159 (2023 period: £nil). The directors do not recommend the payment of a dividend for the current or prior periods.

GOING CONCERN

The statement of financial position at 31 December 2024 shows the Company is in a net liability position. The company is supported by group undertakings who have agreed to continue to support the company and not seek repayment until sufficient funds are available.

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 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.

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

491,236

-

Cost of sales

(551,772

)

-

GROSS LOSS

(60,536

)

-

Administrative expenses

(1

)

-

OPERATING LOSS

(60,537

)

-

Interest receivable and similar income

378

-

LOSS BEFORE TAXATION

3

(60,159

)

-

Tax on loss

4

-

-

LOSS FOR THE FINANCIAL YEAR

(60,159

)

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(60,159

)

-

CURRENT ASSETS

Debtors

5

58,725

100

Cash at bank

238,597

-

297,322

100

CREDITORS

Amounts falling due within one year

6

(357,381

)

-

NET CURRENT (LIABILITIES)/ASSETS

(60,059

)

100

TOTAL ASSETS LESS CURRENT LIABILITIES

(60,059

)

100

CAPITAL AND RESERVES

Called up share capital

7

100

100

Retained earnings

8

(60,159

)

-

SHAREHOLDERS' (DEFICIT)/FUNDS

(60,059

)

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:

M S McGill - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

100

-

100

Balance at 31 December 2023

100

-

100

Changes in equity

Total comprehensive loss

-

(60,159

)

(60,159

)

Balance at 31 December 2024

100

(60,159

)

(60,059

)

1.	STATUTORY INFORMATION

London BTR Investments (Ark Soane) Opco 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 the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

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;

Turnover

Revenue comprises rental income from tenancy occupied properties net of Value Added Tax where appropriate. Rental income is recognised in the Income Statement on an accruals basis.

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 statement of financial position at 31 December 2024 shows the Company is in a net liability position. The company is supported by group undertakings who have agreed to continue to support the company and not seek repayment until sufficient funds are available.

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 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.	LOSS BEFORE TAXATION

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

4.

TAXATION

Analysis of tax expense

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

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:

Year Ended

31.12.24

£

Loss before income tax

(60,159

)

Loss multiplied by the standard rate of corporation tax in the UK of 25%

(15,040

)

Effects of:

Amounts not recognised

15,756

Transfer pricing adjustments

(716

)

Tax expense

-

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

8,335

-

Other debtors

50,390

100

58,725

100

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

262,058

-

Other creditors

48,446

-

Accrued expenses

46,877

-

357,381

-

7.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary Shares

£1

100

100

8.

RESERVES

Retained

earnings

£

Deficit for the year

(60,159

)

At 31 December 2024

(60,159

)

9.	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.

On 16 August 2024, the entire share capital of the Company together with its direct parent company were sold by London BTR Investments (NW) Holdings 2 Limited and acquired by London BTR Investments (NW III) Holdings 2 Limited.

At 31 December 2024, London BTR Investment (NW III) Holdings 2 Limited indirectly owns 100% of the share capital of London BTR Investments (Ark Soane Opco) 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.