Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 March 2025

for

Apsley House Capital PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

G Nock

R Norstrom

R K Hyett

SECRETARY:

Mrs R Massoudi

REGISTERED OFFICE:

2nd Floor

17 Grosvenor Street

London

London

W1K 4QG

REGISTERED NUMBER:

09352537 (England and Wales)

AUDITORS:

Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company located a number of sites for development and in conjunction with a JV partner sought planning permission for development. The company has been successful in obtaining outline planning permission and the value of the sites has significantly increased.

The company issued a number of bonds during the period and the coupon on these bonds has been accrued through to their redemption date.

The Lower Essex Street site has been sold to a third party giving rise to a return of capital invested and downstream profit share.

PRINCIPAL RISKS AND UNCERTAINTIES

The principle risks and uncertainty for the company are:

1

Changes in the housing market conditions

2

Changes to government legislation in relation to the property market and planning rules

3

Significant changes in the UK economy

4

Funding of JV sites and repayment of bonds as required

5

Inflation and increasing interest rates, causing the cost of borrowing to fund development and site purchases to increase.

KEY PERFORMANCE MEASURES

The company carries out appraisals on sites prior to acquisition. In addition these are agreed with JV partners.

The directors review the IRR on each site prior to committing and where possible take options on sites.

Regular financial appraisals are carried out on all sites during ownership.

Ultimately the directors are seeking to achieve a surplus in excess of the cost of capital.

ON BEHALF OF THE BOARD:

Mrs R Massoudi - Secretary

15 September 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

FUTURE DEVELOPMENTS

The company continues to work on joint venture sites with a view to obtaining planning permission and enhancing site values with a view to a sale of the site at a profit

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

G Nock

R Norstrom

R K Hyett

FINANCIAL INSTRUMENTS

The company has obtained funding through the issue of bonds which have varying redemption levels.

POLITICAL DONATIONS AND EXPENDITURE

No donations were made of a political nature.

INTERESTS IN JOINT VENTURES

The company has invested in a number of joint ventures for the development of property. The amounts invested to fund property purchase and joint venture costs is shown in other debtors in the accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Williams & Co Epsom LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs R Massoudi - Secretary

15 September 2025

Opinion

We have audited the financial statements of Apsley House Capital PLC (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the rationale in relation to any significant, unusual transactions and transactions entered into outside of the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Williams FCA (Senior Statutory Auditor)

for and on behalf of Williams & Co Epsom LLP

Statutory Auditors

8-10 South Street

Epsom

Surrey

KT18 7PF

15 September 2025

TURNOVER

1,835,400

3,566,666

Cost of sales

-

3,133,333

GROSS PROFIT

1,835,400

433,333

Administrative expenses

1,731,486

1,770,316

103,914

(1,336,983

)

Other operating income

70,000

71,200

OPERATING PROFIT/(LOSS)

4

173,914

(1,265,783

)

Interest payable and similar expenses

5

2,503,765

1,368,710

LOSS BEFORE TAXATION

(2,329,851

)

(2,634,493

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(2,329,851

)

(2,634,493

)

LOSS FOR THE YEAR

(2,329,851

)

(2,634,493

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,329,851

)

(2,634,493

)

FIXED ASSETS

Tangible assets

7

12,557

20,846

CURRENT ASSETS

Debtors

8

21,475,995

17,665,447

Cash at bank

508,350

577,446

21,984,345

18,242,893

CREDITORS

Amounts falling due within one year

9

33,008,551

32,346,371

NET CURRENT LIABILITIES

(11,024,206

)

(14,103,478

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(11,011,649

)

(14,082,632

)

CREDITORS

Amounts falling due after more than one year

10

6,344,272

943,438

NET LIABILITIES

(17,355,921

)

(15,026,070

)

CAPITAL AND RESERVES

Called up share capital

14

50,000

50,000

Retained earnings

15

(17,405,921

)

(15,076,070

)

SHAREHOLDERS' FUNDS

(17,355,921

)

(15,026,070

)

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

G Nock - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

50,000

(12,441,577

)

(12,391,577

)

Changes in equity

Total comprehensive income

-

(2,634,493

)

(2,634,493

)

Balance at 31 March 2024

50,000

(15,076,070

)

(15,026,070

)

Changes in equity

Total comprehensive income

-

(2,329,851

)

(2,329,851

)

Balance at 31 March 2025

50,000

(17,405,921

)

(17,355,921

)

Cash flows from operating activities

Cash generated from operations

1

(84,367

)

(1,180,783

)

Interest paid

(2,503,765

)

-

Payments to Joint Ventures

-

(444,720

)

Receipts from Joint Ventures

-

3,133,333

Net cash from operating activities

(2,588,132

)

1,507,830

Cash flows from investing activities

Purchase of tangible fixed assets

(480

)

(4,481

)

Net cash from investing activities

(480

)

(4,481

)

Cash flows from financing activities

New loans in year

8,380,797

25,000

Loan repayments in year

(2,276,271

)

(550,000

)

Interest repayments

(595,985

)

(573,950

)

Amount introduced by directors

625

-

Loans to related parties

(2,989,650

)

(303,500

)

Net cash from financing activities

2,519,516

(1,402,450

)

(Decrease)/increase in cash and cash equivalents

(69,096

)

100,899

Cash and cash equivalents at beginning of year

2

577,446

476,547

Cash and cash equivalents at end of year

2

508,350

577,446

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(2,329,851

)

(2,634,493

)

Depreciation charges

8,770

9,237

Finance costs

2,503,765

1,368,710

182,684

(1,256,546

)

(Increase)/decrease in trade and other debtors

(223,079

)

12,442

(Decrease)/increase in trade and other creditors

(43,972

)

63,321

Cash generated from operations

(84,367

)

(1,180,783

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

508,350

577,446

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

577,446

476,547

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

577,446

(69,096

)

508,350

577,446

(69,096

)

508,350

Debt

Debts falling due within 1 year

(19,710,873

)

(703,692

)

(20,414,565

)

Debts falling due after 1 year

(943,438

)

(5,400,834

)

(6,344,272

)

(20,654,311

)

(6,104,526

)

(26,758,837

)

Total

(20,076,865

)

(6,173,622

)

(26,250,487

)

1.	STATUTORY INFORMATION

Apsley House Capital PLC is a private company , 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 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting estimates are unlikely to always reflect the actual results. The key estimate that has a significant risk of causing a material adjustment to the carrying value of assets and liabilities is outlined below.

a) Recoverability of investment in joint ventures

Annually, the company considers whether its investments in joint ventures are impaired. Where indicators of impairment are identified, a review is undertaken to the recoverability. This could be based on expected future cash flows.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable following legal completion of developed units, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Income from joint ventures is recognised when received from the joint venture which normally coincides with property sales.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on cost

Website development

-

25% on cost

Computer equipment

-

25% on cost

Financial instruments

Financial Assets

Basic financial assets, including trade and other debtors, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Investments in joint ventures are initially measured at the transaction price, and subsequently at cost less impairment.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial Liabilities

Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, 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 receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Investments in joint ventures

An entity is treated as a joint venture where the company holds a long-term interest and shares joint control under a contractual arrangement.

Interests in joint ventures represent equity and loans to the joint ventures.

Profits on disposal of an interest in a joint ventures are recognised when received.

Going concern

The accounts have been drawn up on a going concern basis. The business is dependent upon the sale of sites and properties to meet financing commitments. Should these not be met then further finance may be needed to be obtained meet the company commitments.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

592,624

507,675

Social security costs

74,652

62,855

Other pension costs

47,032

44,567

714,308

615,097

The average number of employees during the year was as follows:

2025

2024

Directors

2

3

Other staff

5

5

7

8

The company operates a money purchase defined contribution scheme for all staff in accordance with the auto-enrolment provisions.

2025

2024

£

£

Directors' remuneration

208,333

220,139

Directors' pension contributions to money purchase schemes

1,321

1,321

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

105,000

113,750

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging:

2025

2024

£

£

Other operating leases

152,781

144,238

Depreciation - owned assets

8,769

9,239

Auditors' remuneration

8,500

6,050

Auditors' remuneration for non audit work

30,894

19,402

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bond interest

60,000

60,000

Loan note interest

1,730,469

704,485

Loan interest

130,539

60,000

Interest on JV loans

582,757

544,225

2,503,765

1,368,710

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Loss before tax

(2,329,851

)

(2,634,493

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(582,463

)

(658,623

)

Effects of:

Tax losses not recognised as a deferred tax asset

582,463

658,623

Total tax charge

-

-

7.	TANGIBLE FIXED ASSETS

Fixtures

Short

and

Website

Computer

leasehold

fittings

development

equipment

Totals

£

£

£

£

£

COST

At 1 April 2024

4,900

17,020

10,200

20,058

52,178

Additions

-

-

-

480

480

At 31 March 2025

4,900

17,020

10,200

20,538

52,658

DEPRECIATION

At 1 April 2024

898

8,837

10,200

11,397

31,332

Charge for year

490

4,171

-

4,108

8,769

At 31 March 2025

1,388

13,008

10,200

15,505

40,101

NET BOOK VALUE

At 31 March 2025

3,512

4,012

-

5,033

12,557

At 31 March 2024

4,002

8,183

-

8,661

20,846

8.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

244,968

10,500

Amounts owed by group undertakings

2,647,731

2,049,912

Other debtors

30,083

30,083

Prepayments

89,666

101,055

3,012,448

2,191,550

Amounts falling due after more than one year:

Amounts owed by joint ventures

18,463,547

15,473,897

Aggregate amounts

21,475,995

17,665,447

Debtors include amounts loaned to Joint Ventures to purchase sites and meeting planning costs. In accordance with UK GAAP no profit is taken on development until disposals are made although each sites value is increased when planning is obtained. Each Joint Venture is a separate legal entity and in some cases there will be borrowing against the site within the Joint Venture to assist with funding. The company has given a charge over its shares in the Joint Venture as part of the security in some cases.