REGISTERED NUMBER: 09411063 (England and Wales)

DIRECTOR'S REPORT AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024

FOR

FOWLES PROPERTY LIMITED

Page

Company Information

1

Director's Report

2

Independent Auditors' Report

3

Income Statement

5

Balance Sheet

6

Statement of Changes in Equity

7

Notes to the Financial Statements

8

DIRECTOR:

Mr W T Fowles

REGISTERED OFFICE:

Hythe End Farm

Hythe End Road

Wraysbury

Middlesex

TW19 5AW

REGISTERED NUMBER:

09411063 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Jeremy Laurence Hyde FCCA

AUDITORS:

CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

BANKERS:

NatWest Bank plc

135 Bishopsgate

London

EC2M 3UR

SOLICITORS:

Geoffrey Bryant & Company LLP

54 High Street

Eton

Windsor

SL4 6BL

The director presents his report with the financial statements of the company for the year ended 30 September 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of owning and letting of property to trading subsidiaries of the Fowles Holdings Limited group and third parties.

DIRECTOR

Mr W T Fowles held office during the whole of the period from 1 October 2023 to the date of this report.

GOING CONCERN

The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the duration of the going concern period.

In considering whether the company's financial statements can be prepared on a going concern basis, the director has assessed the expected business activity level of the company together with factors likely to affect its performance, financial position and capacity to raise funds.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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

CG LEE Limited, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with Section 487(2) of the Companies Act 2006 unless the company receives notice under Section 488(1) of the Act.

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:

Mr W T Fowles - Director

25 September 2025

Opinion

We have audited the financial statements of Fowles Property Limited (the 'company') for the year ended 30 September 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and 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 Section 1A '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 30 September 2024 and of its profit 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Director's Report, but does not include the financial statements and our Auditors' Report 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Director's Report has 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 Director's Report.

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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Director's Report.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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 an Auditors' Report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment laws and tax legislation, and we considered the extent to which non­ compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

-

discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation;

-

evaluating management's controls designed to prevent and detect irregularities;

-

identifying and testing of journal entries for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business; and

-

reviewing significant accounting estimates for management bias.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 Auditors' Report.

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 an Auditors' Report 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.

Mr Jeremy Laurence Hyde FCCA (Senior Statutory Auditor)

for and on behalf of CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

26 September 2025

TURNOVER

1,941,753

1,799,690

Administrative expenses

185,533

246,720

1,756,220

1,552,970

Fair value movement on investment property

4,086,494

-

OPERATING PROFIT

5

5,842,714

1,552,970

Interest payable and similar expenses

496,647

428,786

PROFIT BEFORE TAXATION

5,346,067

1,124,184

Tax on profit

1,138,074

(18,864

)

PROFIT FOR THE FINANCIAL YEAR

4,207,993

1,143,048

FIXED ASSETS

Tangible assets

6

18,292,942

18,920,085

Investment property

7

7,639,221

2,879,685

25,932,163

21,799,770

CURRENT ASSETS

Debtors

8

166,468

192,212

Cash at bank

95,922

84,424

262,390

276,636

CREDITORS

Amounts falling due within one year

9

4,190,440

4,597,335

NET CURRENT LIABILITIES

(3,928,050

)

(4,320,699

)

TOTAL ASSETS LESS CURRENT LIABILITIES

22,004,113

17,479,071

CREDITORS

Amounts falling due after more than one year

10

(5,931,303

)

(6,752,328

)

PROVISIONS FOR LIABILITIES

(1,723,558

)

(585,484

)

NET ASSETS

14,349,252

10,141,259

CAPITAL AND RESERVES

Called up share capital

12

100

100

Revaluation reserve

13

5,982,430

2,924,676

Retained earnings

8,366,722

7,216,483

SHAREHOLDERS' FUNDS

14,349,252

10,141,259

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 director and authorised for issue on 25 September 2025 and were signed by:

Mr W T Fowles - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2022

100

6,073,435

2,924,676

8,998,211

Changes in equity

Total comprehensive income

-

1,143,048

-

1,143,048

Balance at 30 September 2023

100

7,216,483

2,924,676

10,141,259

Changes in equity

Total comprehensive income

-

4,207,993

-

4,207,993

Transfer fair value movement on investment property

-

(4,086,494

)

4,086,494

-

Transfer deferred tax on fair value movement

-

1,028,740

(1,028,740

)

-

Balance at 30 September 2024

100

8,366,722

5,982,430

14,349,252

1.	STATUTORY INFORMATION

Fowles Property 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.	STATEMENT OF COMPLIANCE

The financial statements of Fowles Property Limited have been prepared in compliance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" including the provisions of Section 1A "Small Entities" ("FRS 102 1A") and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements are prepared on a going concern basis, under the historical cost convention as modified by the revaluation of certain assets and liabilities measured at fair value. The financial statements are presented in pound sterling which is the company's functional currency. All amounts have been rounded to the nearest £, unless indicated otherwise.

The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The director has a reasonable expectation that the company has adequate resources to continue in operational existence for the duration of the going concern period.

In considering whether the company's financial statements can be prepared on a going concern basis, the director has assessed the expected business activity level of the company together with factors likely to affect its performance, financial position and capacity to raise funds.

As at 30 September 2024 the company had net current liabilities of £3,928,050. The following matter has been considered by the director in determining the appropriateness of the going concern basis of preparation in the financial statements:

(i)

an amount of £3,134,221 is due to group companies. These companies have confirmed their current intention to provide support to the company for the twelve-month period from the date of the signing of these financial statements.

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 headed by Fowles Holdings Limited.

Revenue recognition

Revenue represents rental income from operating leases, net of value added tax, and is recognised on a straight-line basis over the term of the relevant lease unless the lease payments are structured to increase with general inflation in which case the income is recognised as revenue in accordance with the expected payments.

Tangible assets

Land and buildings rented to another group entity are accounted for as property, plant and equipment as permitted by FRS 102, paragraph 16.4(A) and are stated at their revalued amounts. The revalued amounts equate to the fair value at the date of revaluation, less any depreciation or impairment losses subsequently accumulated. Revaluations of classes of fixed assets measured at fair value are carried out regularly so that the carrying amounts do not materially differ from using the fair value at the balance sheet date.

Any revaluation increase or decrease on land and buildings is credited to the revaluation reserve.

Depreciation is charged from the time when tangible assets are brought into use and is calculated so as to write off the cost of the fixed assets, less their estimated residual values, over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are as follows:

Plant and machinery etc - 25% on reducing balance

Land and buildings - 4% on cost

Investment property

Investment properties are initially recorded at cost which includes purchase cost and any directly attributable expenditure.

Investment properties whose fair value can be measured reliably are measured at fair value. The gain or loss on revaluation is recognised in the income statement in the period in which it arises. Such gains or losses are transferred from retained earnings to a non-distributable reserve.

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.

4.

EMPLOYEES

The average number of employees during the year was NIL (2023 - NIL).

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

17,935

47,167

Profit on disposal of fixed assets

-

(26,883

)

Auditors' remuneration

3,900

3,845

6.	TANGIBLE ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST OR VALUATION

At 1 October 2023

18,976,253

89,783

19,066,036

Additions

-

17,063

17,063

Reclassification/transfer

(711,672

)

-

(711,672

)

At 30 September 2024

18,264,581

106,846

18,371,427

DEPRECIATION

At 1 October 2023

98,835

47,116

145,951

Charge for year

4,478

13,457

17,935

Reclassification/transfer

(85,401

)

-

(85,401

)

At 30 September 2024

17,912

60,573

78,485

NET BOOK VALUE

At 30 September 2024

18,246,669

46,273

18,292,942

At 30 September 2023

18,877,418

42,667

18,920,085

Included in cost or valuation of land and buildings is freehold land of £ 18,000,000 (2023 - £ 18,000,000 ) which is not depreciated.

Cost or valuation at 30 September 2024 is represented by:

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

Valuation in 2020

3,388,235

-

3,388,235

Cost

14,876,346

106,846

14,983,192

18,264,581

106,846

18,371,427

If land and buildings had not been revalued it would have been included at the following historical cost:

2024

2023

£

£

Cost

14,876,346

15,588,018

Value of land in freehold land and buildings

14,764,398

14,764,398

Freehold land was valued on a fair value basis on 31 January 2020 by Avison Young (UK) Limited (RICS) .

The director intends to undertake an updated professional valuation at 30 September 2025 and considers this to be of sufficient regularity to ensure the carrying value does not differ materially from the fair value at the reporting date.

7.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 October 2023

2,879,685

Additions

46,770

Revaluations

3,737,766

Reclassification/transfer

975,000

At 30 September 2024

7,639,221

NET BOOK VALUE

At 30 September 2024

7,639,221

At 30 September 2023

2,879,685

Some investment property was valued on a fair value basis on 31 July and 7 August 2025 by The Frost Partnership (RICS). The director considers that for the remaining properties that there is no material difference between cost and fair value due to their recent acquisition.

The historical cost of the company's investment properties is £3,638,129 (2023 - £2,879,685).

Fair value at 30 September 2024 is represented by:

£

Valuation in 2024

4,001,092

Cost

3,638,129

7,639,221

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

99,944

99,820

Amounts owed by group undertakings

33,320

63,095

Other debtors

33,204

29,297

166,468

192,212

Amounts owed by group undertakings are unsecured, interest free and have no fixed date of repayment.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts

685,788

1,435,973

Trade creditors

17,606

41,851

Amounts owed to group undertakings

3,134,221

2,778,352

Taxation and social security

91,269

109,853

Other creditors

261,556

231,306

4,190,440

4,597,335

Amounts owed to group undertakings are unsecured, interest free and have no fixed date of repayment.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Bank loans

5,931,303

6,752,328

2024

2023

£

£

Amounts falling due in more than five years:

Repayable by instalments

Bank loans

3,188,152

4,454,383

11.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

Bank overdraft

-

861,487

Bank loans

6,617,091

7,326,814

6,617,091

8,188,301

The overdraft and bank loan are secured by the company's freehold land with a carrying value of £18,000,000 (2023 - £18,000,000). There is a Fowles Holdings Limited group-wide corporate cross guarantee in place.

The loan bears interest at 1.8% per annum over base rate and is repayable by regular monthly instalments over 10 years.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£1

100

100

13.

RESERVES

Revaluation

reserve

£

At 1 October 2023

2,924,676

Transfer fair value movement on investment property

4,086,494

Transfer deferred tax on fair value movement

(1,028,740

)

At 30 September 2024

5,982,430

14.	PARENT AND ULTIMATE CONTROLLING PARTY