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

The Directors continue to act in accordance with section 172(1)(a)–(f) of the Companies Act 2006, promoting the long-term success of the Company for the benefit of its stakeholders

The principal activity of the company and group continued to be that of investment property, substantially, but not exclusively, in the W1 postal district. During the year, the final investments in the United Arab Emirates were sold and Gulf Investor 101 Limited will be wound down in 2025.

Review of the business and business strategy

The Group invests primarily in properties in London’s Soho - a globally recognised destination with excellent transport links and a diverse economy which is regarded as prime central London real estate.

Our carefully curated and managed portfolio continues to attract strong, broad-based occupier demand, often exceeding available supply. Its deliberately diverse mix of uses supports a balanced and resilient Soho economy.

The reporting period has been one of consolidation, growth, and transition. In the years before the reporting period the Group supported tenants through the pandemic and its aftermath, helping to keep Soho’s businesses trading, completed the development of Ilona Rose House, the Group’s flagship building which offers best-in-class office accommodation on Manette Street, and introduced a new restaurant-lined mews on James Court.

During the period the remaining floors at Ilona Rose House were let, reducing vacancy to below 5%. At the same time, consumer confidence began to recover as interest rates fell and central London visitor numbers increased. These positive trends contributed to stronger trading in Soho, enabling us to maintain high occupancy levels and low tenant churn across our estate.

Where tenants have been unable to continue to trade, we have re-let vacancies quickly, typically on equal or improved terms. Throughout we have continued to see the resilience and adaptability of the Soho “village”, with new offerings emerging to drive interest and drive footfall.

On the 1st April 2025, John James handed over leadership of the company to his daughter Fawn James. John remains closely involved in the business as a Non-Executive Director and continues to represent Soho Estates, and the wider Soho and West End interests, through external associations. The Board thanks John for his transformational and visionary leadership.

Fawn brings to the CEO role many years of experience across the business and a deep understanding of the unique trading and operating environment of the Soho Estates portfolio. Under Fawn’s leadership, the Group will remain closely involved with the local authority and community stakeholders to support Soho. The Group will invest in improvements to enhance Soho’s safety, accessibility, and enjoyment, while preserving the area’s unique character.

The Board maintains a long-term strategic view of Soho centred on building the future whilst respecting the past and remains confident despite short term market fluctuations. The Company’s objectives are:

• To produce sustainable growth through long–term investment in our portfolio and careful management to benefit all our stakeholders

• To build a strong company for future generations by achieving sustainable rental and portfolio value growth

• To plan for security and financial strength to control to safe levels risk emerging from future market changes

• To minimise our environmental impact

Risks to the Group are that planning laws become restrictive and prohibit or frustrate our enhancement of the Estate. Although this would not cause a loss in revenue in the short term it would lead to suboptimal development of a key area at London’s heart which would impact value over the longer term.

The Group takes a prudent view of financial and risk management and has a small exposure to a rise in interest rates but is comfortable that there is headroom to cope with a higher than anticipated increase and therefore does not view this as a significant concern.

The Group is also exposed to the risk that the demand for commercial and/or residential properties in Soho decreases but the Group operates with low overheads and has an adaptable nature and is not concerned that this would have a material effect.

The key performance indicators (KPI’s) are rental growth, both current and potential, high occupancy levels and low tenant churn. These underpin long-term growth in capital values.

The financial statements of Soho Estates Holdings Limited have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (‘UK GAAP’), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. The accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements.

We continue to be extremely proud of our employee teams who show the flexibility and commitment required to adapt to the changing economic environment and meet the operational challenges we face. As a family company, Soho Estates prioritises open communication supported by an in-person workplace culture and keeping employees informed through regular team briefings and monthly reporting.

Delivering our strategy requires strong mutually beneficial relationships with customers. Soho Estates carefully considers the nature of each relationship, our ability to meet our obligations, and the standards of behaviour that should be applied.

Our suppliers are key to providing the goods and services we need to deliver the level of service that is expected of us. We enjoy collaborative, active partnerships and regularly meet with our key strategic suppliers.

We continue to enjoy solid, long-standing relationships with our finance providers and funding partners, and we encourage active, regular communication to maintain and strengthen these partnerships.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the company and group primarily continued to be that of property investment and development.

The results for the year are set out on page 11.

The directors made payment of a dividend of £23,183,000 (2024: nil).

It is proposed that the retained profit is transferred to the group's reserves.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.

We report our greenhouse gas emissions (GHG) and energy consumption in compliance with the requirements of The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Our scope 1 and 2 emissions cover the reporting period 1 April 2024 to 31 March 2025 and are detailed in the table below.

Scope 1 is defined as direct emissions that include any gas data for landlord-controlled parts where it is our responsibility within the managed portfolio. On the advice of our environmental reporting consultant we have this year included our office space within Ilona Rose house within the Scope 1 calculations, and we have therefore also restated the 2024 figures to aid comparability. Soho Estates have no air conditioning units within landlord controlled parts and have no company vehicles, therefore we have no scope 1 emissions to report associated with refrigerants and vehicle fuels.

Scope 2 is defined as indirect energy emissions which include purchased electricity throughout Soho Estate’s operations within landlord-controlled parts. The figures relate to landlord-controlled common parts such as lobbies, staircases or vacant units and includes energy emissions from our head office located at Ilona Rose House. The boundary of reporting excludes tenant consumption in our properties, as the leasing arrangements puts responsibility for energy operation and direct payment for supply on the tenants. A reduction in vacant units has reduced electricity consumption in the period.

This SECR disclosure uses the operational control reporting boundary as this is the most appropriate approach when considering our property management arrangement. The operational control data includes emissions and energy usage from landlord-controlled common areas and our head office. Scope 2 emissions use location-based grid average emission factors to report emissions from electricity consumed from the grid. Emissions have been calculated in accordance with the following standards:

• WRI/WBCSD (2015). Greenhouse Gas Protocol: Corporate Accounting and Reporting Standard - Revised Edition;

• WRI/WBCSD (2015). Greenhouse Gas Protocol: Scope 2 Guidance; and

• Department for Environment, Food & Rural Affairs (DEFRA) and Department for Business, Energy & Industrial Strategy (BEIS) (2019): Environmental reporting guidelines: Including Streamlined Energy and Carbon Reporting requirements.

The emissions calculations use the most recent greenhouse gas conversion factors for natural gas and location-based grid average factors from UK Department for Energy Security and Net Zero (DESNZ) 2023. Accurate consumption data has been used for the reported emissions. Where gaps in the consumption data have been identified, we have used pro-rata extrapolation to achieve full coverage for the reporting year.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per m2 of common parts and head office floor area, the recommended ratio for the sector.

Measures taken to improve energy efficiency

In the reporting period we have continued to carry out a rolling programme of energy efficiency improvements to increase current EPC ratings. These improvement works tend to arise where vacant properties are refurbished, where new properties are acquired, or where they are part of the company’s Planned Preventative Maintenance Renewal Programme. Energy efficiency actions that have been implemented across the estate include the use of low energy lighting, double glazing windows, improvements to wall, roof or ceiling insulation, and the installation of heating controls such as room thermostat, thermostatic radiator valves and high retention storage heaters.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 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 estimates that are reasonable and prudent;

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

• assess the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

We have audited the financial statements of Soho Estates Limited (“the Company”) for the year ended 31 March 2025 which comprise the Group statement of comprehensive income, Group balance sheet, Company balance sheet, Group statement of changes in equity, Company statement of changes in equity, Group statement of cash flows and related notes, including the accounting policies in note 1.

In our opinion the financial statements:

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

• have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Going Concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).

In our evaluation of the directors’ conclusions, we considered the inherent risks to the Group’s business model and analysed how those risks might affect the Group and Company’s financial resources or ability to continue operations over the going concern period.

Our conclusions based on this work:

• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's ability to continue as a going concern for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.

Fraud and breaches of laws and regulations – ability to detect

• Enquiring of directors as to the Group’s high-level policies and procedures to prevent and detect, as well as whether they have knowledge of any actual, suspected or alleged fraud.

• Reading Board minutes.

• Using analytical procedures to identify any unusual or unexpected relationships.

• Consultation with our own forensic professionals regarding the identified fraud risks and the design of the audit procedures planned in response to these. This involved discussion between the engagement leader and the forensic professionals.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because there are limited incentives, rationalisations and opportunities to fraudulently and materially adjust revenue recognition.

We performed procedures including:

• Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unexpected account combinations.

• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

Identifying and responding to risks of material misstatement related to compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors (as required by auditing standards), and discussed with the directors the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: landlord regulations and employment law, recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:

• we have not identified material misstatements in the strategic report and the directors’ report;

• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Under the Companies Act 2006, we are required to report to you if, in our opinion:

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

• the parent Company 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.

We have nothing to report in these respects.

As explained more fully in their statement set out on page 6, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent 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 they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

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 auditor’s 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.

As permitted by Section 408 Companies Act 2006, the company has not presented its own statement of comprehensive income and related notes. The company’s profit for the year was £4,054,000 (2024: loss of £33,333,000), including dividends received of £17,739,000

Soho Estates Limited (“the company”) is a private limited by shares company domiciled and incorporated in England and Wales. The registered office is Level 8, Ilona Rose House, Manette Street, London, W1D 4AL.

These Group and parent company financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

The parent company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The following exemptions available under FRS 102 in respect of certain disclosures for the parent company financial statements have been applied:true

• The reconciliation of the number of shares outstanding from the beginning to the end of the period has not been included a second time;

• No separate parent company Cash Flow Statement with related notes is included; and

• Key Management Personnel compensation has not been included a second time.

• Certain disclosures required by FRS 102.26 Share Based Payments; and,

• The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

The financial statements have been prepared under the historical cost convention except investment property that is held at fair value.

The consolidated financial statements incorporate those of Soho Estates Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Under Section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.true

The directors have prepared cash flow forecasts in excess of 12 months from the date of signing in order to assess going concern which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due during the going concern assessment period.true

The forecasts also take into account the Group’s available facilities including the financial covenants attached to those facilities. The reasonably possible downside scenarios indicate that the Group has sufficient capability to operate within its financial covenants attached to these new facilities throughout the going concern period.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover represents the amount of property income receivable in the period. Rental income received in advance are treated as deferred income until the period to which it relates is completed. Lease incentives are recognised over the duration of the lease term.

Tangible fixed assets are measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure.

Subsequent to initial recognition;

i.     investment properties are held at fair value. Any gains or losses arising from changes in the fair     value are recognised in profit or loss in the period that they arise;

ii.    investment properties under construction are measured at cost until the fair value becomes     reliably measurable, or until construction is complete; and

iii.    no depreciation is provided in respect of investment properties applying the fair value model.

Investments in subsidiaries are carried at cost less impairment.

At each reporting period end date, the group reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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. Amounts 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 group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The directors consider the only area of significant estimation uncertainty in the financial statements is the valuation of Investment Property. Investment properties totalling £292,165,000 (2024: £559,127,000) were independently valued, on a Market Value basis, as at 31 March 2025 by an external independent valuer who has the appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The valuation was performed in accordance with the RICS Valuation Standards.

The remainder of the Investment Property portfolio is valued by the directors, based on their knowledge of the portfolio and by using assumptions that are in line with those used by the external independent valuer as part of their valuation. All properties valued by the directors have been subject to valuation by an external independent valuer within 2 years of the balance sheet date.

The key assumption used in the valuations is considered to be the market rental yields in the specific property location, which is determined primarily with reference to comparable transactions, as well as local and national economic factors.

The directors consider there are no critical accounting judgements (except for those involving estimates included above).

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The group operates a defined contribution pension scheme.

The pension charge for the year represent contributions payable by the group. There are no outstanding or prepaid contributions at either beginning or end of the financial year.

In the prior year social security costs were understated. The figures above show the correct figure for the current financial year. The prior year has not been restated.

Turnover represents the amount of property income receivable in the period, derived wholly in the United Kingdom.

The investment properties are let under operating leases. The future minimum lease payments receivable under non-cancellable leases are as follows:

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit and the standard rate of tax as follows:

An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will increase the company's future current tax charge accordingly. The deferred tax liability at 31 March 2025 has been calculated based on these rates, reflecting the expected timing of reversal of the related timing differences (2024: 25%).             

Investment properties totalling £292,165,000 (Group) and £276,712,000 (Company) were independently valued, on a Market Value basis in March 2025, by an external, independent valuer (2024: £559,127,000 (Group) and £213,282,000 (Company)), having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The valuation was made in accordance with the RICS Valuation Standard.

The remainder of the Investment Property portfolio is valued by the directors of the company using ERV and yields appropriate to the region in which the property is situated. Benchmarking is undertaken to determine appropriate parameters for the yields used. All properties valued by the directors have been subject to valuation by an external independent valuer within 2 years of the balance sheet date.

Any gain or loss arising from a change in fair value is recognised in the statement of comprehensive income. Rental income from investment property is accounted for as described in the turnover accounting policy.

Sensitivity Analysis

The directors consider that the key assumption used in determining the valuation of investment property is the rental yield. An increase of 0.5% in the rental yield for all properties within the Group portfolio would lead to a reduction in the fair value of investment property of £75,899,000, and would increase LTV from 32% to 35%.

The company has entered into certain capital commitments at the year end in relation to investment properties (see note 22).

Following the Disposal of the assets held by Gulf Investor 101 Limited in the UAE, the value of the company's investment in it's direct subsidiary Gulf Investor Limited (the direct parent of Gulf Investor 101 Limited) has been written to £nil in the year as it was deemed irrecoverable.

All the shareholdings are of £1 ordinary shares except Gulf Investor 101 Limited where the shareholdings are AED 1,000 ordinary shares.

Amounts owed by other group companies are repayable on demand and non-interest bearing.

Amounts owed to parent undertakings are repayable on demand and non-interest bearing.

The rate of interest charged on the Senior Secured Notes increases by 0.15% if the interest coverage ratio falls below 200% but above 175%, and, by 0.40% if the interest coverage ratio falls below 175% but above 150%.

The loans and notes are secured over the balance sheet of the group.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

We anticipate an immaterial amount of deferred tax to unwind in the next twelve months and the majority to remain until which point the asset to which it attaches is sold.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Share premium account

The balance classified as share premium relates to the aggregate net proceeds less nominal value of shares on issue of the Company’s equity share capital.

Revaluation reserve

Where investment properties have previously been revalued, the net revaluation increase is included in the revaluation reserve, which is a notional allocation of Retained Earnings.

Dividends

During the year a Dividend of £23,183,000 was paid (2024: £nil)

As at 31st March 2025, Soho Estates Limited has provided 2 unsecured bank guarantees in respect of the borrowings of FIJ PTC Limited as Trustee of the Paul Raymond Will Trust amounting to £13,282,000. The guarantees have been in place since 2021 and 2023 respectively but were not disclosed in previous years accounts.

Contractual commitments at the year-end were £3,827,000 (2024: £4,094,000), Company £nil (2024: £nil).

The remuneration of key management personnel (the directors) in the year amounted to:

Identity of related parties with which the Group has transacted

As the Company was a wholly owned subsidiary of Soho Estates Holdings Limited at 31 March 2025, the Company has taken advantage of the exemption contained in FRS102.33.1A and has therefore not disclosed transactions or balances with wholly owned entities which form part of the Group headed by Soho Estates Holdings Limited.

As at the balance sheet date the group owes a balance of £13,161,000 (2024:£4,161,000) to Ilona Rose Investments Limited, a trust which has an interest in the company and group. The interest charge during the year was £nil (2024: £nil).

Identity of related parties with which the Company has transacted

The Company has taken advantage of the exemption contained in FRS102.33.1A and has therefore not disclosed transactions or balances with wholly owned entities which form part of the Group headed by the company.

As at the balance sheet date the company owes a balance of £13,161,000 (2024:£4,161,000) to Ilona Rose Investments Limited, a trust which has an interest in the company and group. The interest charge during the year was £nil (2024: £nil).