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Registration number: 10162467

Yoginvest Ltd
Annual Report and Unaudited Financial Statements
for the Year Ended 28 February 2025

Yoginvest Ltd

Contents

Company Information | 1
Directors' Report | 2
Accountants' Report | 3
Statement of Comprehensive Income | 4
Balance Sheet | 5 to 6
Statement of Changes in Equity | 7
Notes to the Unaudited Financial Statements | 8 to 17

Yoginvest Ltd

Company Information

Director | B Walford N M Leslau S L Gumm

Registered office | Cavendish House 18 Cavendish Square London W1G 0PJ

Accountants | KSEG Chartered Accountants Belfry House Champions Way Hendon London NW4 1PX

Yoginvest Ltd

Directors' Report for the Year Ended 28 February 2025

The directors present their report and the financial statements for the year ended 28 February 2025.

Directors of the company

The directors who held office during the year and to the date of this report were as follows:

B Walford (appointed 10 December 2024)

N M Leslau

S L Gumm (appointed 10 December 2024)

Principal activity

The principal activity of the company is investment management.

Statement of directors' responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. 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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent; and

• | 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.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 3 November 2025 and signed on its behalf by:

.........................................
S L Gumm
Director

Chartered Accountants' Report to the Board of Directors on the Preparation of the Unaudited Financial Statements of
Yoginvest Ltd
for the Year Ended 28 February 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Yoginvest Ltd for the year ended 28 February 2025, which comprise the statement of comprehensive income, balance sheet, statement of changes in equity and the related notes, from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation/a-z.

It is your duty to ensure that Yoginvest Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit of Yoginvest Ltd. You consider that Yoginvest Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Yoginvest Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

Use of our report

This report is made solely to the board of directors of Yoginvest Ltd, as a body, in accordance with the terms of our engagement. Our work has been undertaken solely to prepare for your approval the accounts of Yoginvest Ltd and state those matters that we have agreed to state to the board of directors of Yoginvest Ltd, as a body, in this report in accordance with ICAEW Technical Release TECH 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Yoginvest Ltd and its board of directors, as a body, for our work or for this report.

......................................
KSEG
Chartered Accountants
Belfry House
Champions Way
Hendon
London
NW4 1PX

7 November 2025

Yoginvest Ltd

Statement of Comprehensive Income for the Year Ended 28 February 2025

| Note | 2025 £ | 2024 £
Turnover |  | 65,146 | 41,566
Cost of sales |  | (77,999) | (24,923)
Gross (loss)/profit |  | (12,853) | 16,643
Administrative expenses |  | 142,813 | (193,188)
Operating profit/(loss) |  | 129,960 | (176,545)
Income from other fixed asset investments |  | 375,871 | 321,932
Share of loss from investment in limited partnerships |  | (18,098) | (402,346)
(Loss)/profit on disposal of other fixed asset investments |  | (95,774) | 612,837
Fair value gain/(loss) on investment properties and other fixed asset investments | 4, 6 | 1,310,783 | (41,660)
Reversal of impairment/(impairment) of investment in subsidiaries and associates | 5 | 2,690,334 | (4,476,778)
Other interest receivable and similar income |  | 696,039 | 621,149
Loans written off |  | - | (40,000)
Interest payable and similar expenses |  | - | (1,981)
Profit/(loss) before tax |  | 5,089,115 | (3,583,392)
Taxation |  | (285,189) | (195,473)
Profit/(loss) and total comprehensive income/(loss) for the financial year |  | 4,803,926 | (3,778,865)

The above results were derived from continuing operations.

Yoginvest Ltd

(Registration number: 10162467)
Balance Sheet as at 28 February 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investment properties | 4 | 2,108,672 | 2,108,672
Investment in subsidiaries and associates | 5 | 55,603,545 | 52,896,455
Other financial assets | 6 | 22,385,948 | 15,545,724
|  | 80,098,165 | 70,550,851
Current assets |  |  |
Debtors | 7 | 4,303,491 | 1,595,274
Cash at bank and in hand |  | 9,254,684 | 16,711,075
|  | 13,558,175 | 18,306,349
Creditors: Amounts falling due within one year | 8 | (497,159) | (501,945)
Net current assets |  | 13,061,016 | 17,804,404
Net assets |  | 93,159,181 | 88,355,255
Capital and reserves |  |  |
Called up share capital | 10 | 100 | 100
Share premium reserve |  | - | 4,851,929
Profit and loss account |  | 93,159,081 | 83,503,226
Shareholder's funds |  | 93,159,181 | 88,355,255

For the financial year ended 28 February 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. The statement of comprehensive income and the directors' report are not delivered to the Registrar of Companies in accordance with the special provisions applicable to companies subject to the small companies regime.

Yoginvest Ltd

(Registration number: 10162467)
Balance Sheet as at 28 February 2025

Approved and authorised for issue by the Board on 3 November 2025 and signed on its behalf by:

......................................... S L Gumm Director

Yoginvest Ltd

Statement of Changes in Equity for the Year Ended 28 February 2025

Year ended 28 February 2025 | Share capital £ | Share premium reserve £ | Profit and loss account £ | Total £
At 1 March 2024 | 100 | 4,851,929 | 83,503,226 | 88,355,255
Profit and total comprehensive income for the year | - | - | 4,803,926 | 4,803,926
Transfer between reserves following capital reduction | - | (4,851,929) | 4,851,929 | -
At 28 February 2025 | 100 | - | 93,159,081 | 93,159,181

Year ended 29 February 2024 | Share capital £ | Share premium reserve £ | Profit and loss account £ | Total £
At 1 March 2023 | 100 | 4,851,929 | 87,282,091 | 92,134,120
Loss and total comprehensive loss for the year | - | - | (3,778,865) | (3,778,865)
At 29 February 2024 | 100 | 4,851,929 | 83,503,226 | 88,355,255

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

1 | General information

The company is a private company limited by share capital incorporated in England. The registered office address is shown on page 1 and the principal activity of the company is set out in the directors' report.

2 | Accounting policies

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A Small Entities and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that, where otherwise disclosed in these accounting policies, certain items are measured at fair value.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

Exemption from preparing group accounts

The company is the parent of a small group. The company has taken advantage of the exemption provided by section 398 of the Companies Act 2006 and has not prepared group accounts. These financial statements therefore present information about the company as an individual undertaking and not about its group.

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

2 | Accounting policies (continued)

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 Section 1A Small Entities may require the use of certain critical accounting estimates. It may also require the directors to exercise judgement in applying the accounting policies.
In preparing these financial statements, the directors have had to make the following significant judgements:
- Determine whether there are indicators of impairment of the company's investments that are carried at cost. Factors taken into consideration in reaching such a decision include knowledge as to the economic viability and expected future financial performance of the investments and the extent to which distributions received from the investments are linked to a reduction in the scale of operations of the relevant underlying business.
- Determine the fair value of the investment properties making assumptions in respect of the state of the property market in the locations where the properties are situated and in respect of the range of reasonable fair value estimates of the assets. There is an inevitable degree of judgement involved in that every property is unique and value can only ultimately be reliably tested in the market itself. The valuation method is further described in note 4 together with the valuation of the properties at the reporting date.
- Determine whether there is objective evidence to support the reliable remeasurement of the company's other investments to fair value. Such evidence could include the market share price where shares are publicly traded, new external investment being made into the investee entity, an arm's length disposal of all or part of the investment close to the balance sheet date or the investee entity generating sustainable earnings to support a valuation basis on a multiple of those earnings.
There were no other significant judgements or areas of critical estimation uncertainty.

Summary of significant accounting policies

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

Turnover

Turnover consists principally of rent receivable from the letting of investment properties in the United Kingdom. Rental income is measured at the fair value of rent receivable for the period, recognised on a straight line basis over the term of the respective lease.

Foreign currency transactions and balances

Transactions in currencies, other than the functional currency of the company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to profit or loss. Any non-monetary items that are initially measured at historic cost in a foreign currency are not re-translated at each reporting date.

Income from group undertakings and other fixed asset investments

This income is recognised when the amounts have been received or otherwise where there is certainty as to the receipt of the income receivable at the relevant balance sheet date.

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

2 | Accounting policies (continued)

Tax

The tax expense for the year comprises current and deferred tax, where applicable. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The company's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against suitable future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Current and deferred tax assets and liabilities are not discounted.

Investment properties

Investment properties are carried at their fair value, determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Investment in subsidiaries and associates

Investment in subsidiaries and associates are measured in the company's balance sheet at cost less any accumulated impairment. Any impairment movements are included in profit or loss.
An entity is treated as a subsidiary where the company has the power to govern the financial and operating policies of the investee entity so as to obtain benefits from its activities.
An entity is treated as an associate where the company exercises significant influence in that it has the power to participate in the operating and financial policy decisions of the investee entity.

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

2 | Accounting policies (continued)

Financial instruments including other fixed asset investments

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than its legal form.
The company's cash at bank, other debtors, loans receivable and trade and other creditors are measured initially at transaction price, and subsequently at amortised cost using the effective interest method, where appropriate.
Investments in equity shares which are publicly traded are remeasured to their market value at each balance sheet date, with changes in fair value recognised in profit or loss.
Investments in unlisted entities (which are not subsidiaries or associates) are carried in the balance sheet at fair value with changes in fair value recognised in profit or loss. In the circumstances where their fair values are not reliably measurable, such assets are carried at cost less any accumulated impairment.
Investments are classified as fixed asset investments in the circumstances where the company's intention was to hold or advance them on a continuing basis.

Cash at bank and in hand

Cash is represented by cash in hand and deposits held with financial institutions repayable without penalty on notice of not more than 24 hours.

Trade creditors

Trade creditors are obligations to pay for goods and services that have been provided in the ordinary course of business by suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

3 | Employees and directors information

The company had no employees (2024 - none) and 3 directors (2024 - 1) during the year. The directors did not receive any remuneration from the company in the year (2024 - £nil).

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

4 | Investment properties

| Long leasehold £
At 1 March 2024 | 2,108,672
At 28 February 2025 | 2,108,672

The investment properties were valued at 28 February 2025 by B Walford MRICS, a director of the company, at fair value, supported by reference to market evidence of capitalisation yields, average rents, and transaction prices for similar properties.

5 | Investment in subsidiaries and associates

Carrying amount of: | 2025 £ | 2024 £
Investment in subsidiaries | 55,112,393 | 51,946,330
Investment in associates | 491,152 | 950,125
| 55,603,545 | 52,896,455

Subsidiaries | £
Cost
At 1 March 2024 | 90,366,139
At 28 February 2025 | 90,366,139
Impairment
At 1 March 2024 | 38,419,809
Reversal of impairment in the year | (3,166,063)
At 28 February 2025 | 35,253,746
Carrying amount
At 28 February 2025 | 55,112,393
At 29 February 2024 | 51,946,330

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

5 | Investment in subsidiaries and associates (continued)

Associates | £
Cost
At 1 March 2024 | 2,400,928
Additions in the year | 16,756
At 28 February 2025 | 2,417,684
Impairment
At 1 March 2024 | 1,450,803
Impairment in the year | 475,729
At 28 February 2025 | 1,926,532
Carrying amount
At 28 February 2025 | 491,152
At 29 February 2024 | 950,125

Details of subsidiaries and associates are as follows:

Name | Registered office | Nature of holding | Percentage of voting rights held
|  |  | 2025 | 2024

Subsidiaries
Lesray Holdings Limited | Cavendish House 18 Cavendish Square London W1G 0PJ | Ordinary share capital | 78.91% | 78.91%

Associates
Sleep Solutions Limited | Cavendish House 18 Cavendish Square London W1G 0PJ | 'B', 'C', and 'E' Ordinary share capital | 29.92% | 29.92%
Parkhurst Caledonian Limited | Unit 6 2-20 Scrutton Street London EC2A 4RJ | Ordinary share capital | 49.51% | 49.51%
Rimonim Agro GP LP | Hamezach 1 str Kefar Vitkin Israel 40200000 | Member's capital | 25% | 25%

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

5 | Investment in subsidiaries and associates (continued)

Principal activities

The principal activity of Lesray Holdings Limited is direct and indirect investment in real estate and other investments.

The principal activity of Sleep Solutions Limited is wholesale and retail sale of household goods.
The principal activity of Parkhurst Caledonian Limited is letting of investment properties.
The principal activity of Rimonim Agro GP LP is investment management.

6 | Other investments

| Investments £ | Long term loans £ | Total £
Cost or valuation
At 1 March 2024 | 15,045,724 | 500,000 | 15,545,724
Additions in the year | 7,366,673 | - | 7,366,673
Fair value adjustments | 1,310,783 | - | 1,310,783
Disposals/capital repaid | (1,837,232) | - | (1,837,232)
At 28 February 2025 | 21,885,948 | 500,000 | 22,385,948

The investments principally represent shares or member's capital held in listed or unlisted entities. Interests held are less than 20% of voting rights in each instance.

7 | Debtors

| Note | 2025 £ | 2024 £
Amounts owed by associates | 11 | 1,148,895 | 995,125
Other debtors |  | 10,105 | 580,521
Director's loan account | 11 | 3,107,350 | -
Prepayments |  | 5,577 | 1,050
Accrued income |  | 31,564 | 18,578
|  | 4,303,491 | 1,595,274

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

8 | Creditors: amounts falling due within one year

| Note | 2025 £ | 2024 £
Trade creditors |  | 23,217 | 23,165
Director's loan account | 11 | - | 29,511
Other creditors |  | 296,322 | 280,613
Accruals |  | 19,560 | 20,880
Deferred income |  | 2,054 | -
Corporation tax |  | 156,006 | 147,776
|  | 497,159 | 501,945

9 | Deferred tax

Deferred tax arises as a result of the revaluation of certain of the company’s fixed asset investments and its investment properties. At 28 February 2025 the company had an unprovided deferred tax asset of £8.68m (2024 - £9.70m) arising from net revaluation deficits. This has not been recognised due to uncertainty over the timing of realisation of these deficits as tax allowable losses and over the timing of future taxable gains against which these losses could be utilised.

10 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £0.01 each | 10,001 | 100.01 | 10,001 | 100.01

Capital reduction
On 19 November 2024, a capital reduction became effective, pursuant to section 641(1)(a) of the Companies Act 2006, which reduced the share premium account of the company by £4,851,929 with an equal and opposite credit to the profit and loss account reserve.

11 | Related party transactions

The company has taken advantage of exemption available in FRS 102 Section 1A not to disclose transactions with its wholly owned subsidiaries other than those disclosed elsewhere in the notes.

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

11 | Related party transactions (continued)

Loans to/(from) related parties

2025 | Director £ | Associate £
At start of year | (29,511) | 995,125
Repayments during the year | 29,511 | -
Advances / interest capitalised during the year | 3,107,350 | 153,770
At end of year | 3,107,350 | 1,148,895

2024 | Director £ | Associate £
At start of year | (162,202) | 883,961
Repayments during the year | 132,691 | -
Advances / interest capitalised during the year | - | 111,164
At end of year | (29,511) | 995,125

Terms of loans to related parties

Associate - Parkhurst Caledonian Limited
During the year, the company advanced an additional £75,000 (2024 - £nil) to Parkhurst Caledonian Limited and capitalised interest accrued of £78,770 (2024 - £111,164) to this loan balance. The balance outstanding on this loan at end of year was £898,946 (2024 - £745,176). The loan is unsecured, accrues interest at a rate of 10% per annum and is repayable on demand. The total interest receivable from this loan in the year was £82,338 (2024 - £69,079) which is included in other interest receivable and similar income in the statement of comprehensive income.
Another loan of £249,949 (2024 - £249,949) to Parkhurst Caledonian Limited is unsecured, interest free and repayable on demand.
Director
During the year, the company repaid £29,511 (2024 - £132,691) due to N M Leslau, a director of the company. The company then advanced £3,107,350 (2024 - £nil) to N M Leslau. The loan is unsecured, accrues interest at HMRC's beneficial loan interest rate and is repayable on demand. The total interest receivable from this loan in the year was £17,986 (2024 - £nil) which is included in other interest receivable and similar income in the statement of comprehensive income. The balance at 28 February 2025 of £3,107,350 was fully repaid in May 2025.

12 | Controlling party

The company is controlled by N M Leslau, who is a director of the company and its sole shareholder.

Yoginvest Ltd

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2025

13 | Subsequent events

Subsequent to the reporting date the company declared and paid dividends totalling £25,700,000. The company also made in-specie distributions of certain investments totalling £9,925,184.