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

The company has interests in land in Thurrock. The Thurrock site is for a new village to include a supermarket, about 750 new dwellings, a new Primary School and recreation facilities. In addition an Eco' Park and about 20 acres of light industrial space are being planned for. The Local Authority appear to be in favour of the development proposals. CBG Plc control the access to the site through binding options in favour of the company and have arrangements with the other main landowner for the company to lead the effort to obtain planning permission for the proposals.

However CBG Plc are keeping the above under review in light of the current national financial situation.

Initially a negative response was received from Thurrock Pre Planning Team, subsequently encouragement has been received from the Thurrock Forward Planning Team, who are responsible for the emerging Thurrock local plan. Indicating that the site may be included in the emerging Thurrock local plan.

As a result of the considerable work that has been undertaken, planning application is being considered. No projects have been committed to as at 31 May 2025.

Consideration and analysis of development opportunities.

SECTION 172(1) STATEMENT

The Directors are fully aware of their duties under s172(1) of the Companies Act 2006 to promote the success of the Company for the benefit of members as a whole.

The Company’s ongoing success is dependent upon its relationships with all our stakeholders. Building positive relationships with stakeholders is very important and assists in delivering long-term sustainable success.

Section 172 considerations form part of the decision making process throughout the business.

The Directors make decisions with a long-term view in mind and with the highest standards of conduct. In order to fulfil their duties, the Director’s take care to have regard to the likely consequences on all stakeholders of the decisions and actions taken. Where possible, decisions are carefully discussed with affected groups and are therefore fully understood and supported when taken.

The Company commits to being open and honest with all of its stakeholder groups. The Directors of the business are well informed about the views of stakeholders and are committed to maintaining a two-way dialogue with all of our stakeholder groups. The primary stakeholder groups are detailed below.

Shareholders

When taking decisions, the Directors look to act in the interests of shareholders as a whole and to ensure all shareholders are fairly treated. The Directors act in accordance with the duties codified in law, which include the duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

Suppliers

We build strong relationships with our suppliers to develop mutually beneficial and lasting partnerships. Engagement with suppliers is primarily through a series of regular interactions.

Communities

We engage with the communities in which we operate to build trust and understand the local issues that are important to them.

Government and regulators

We engage with the government and regulators wherever it may be required. The Directors keep abreast of legal and regulatory developments and takes these into account when considering future actions.

On behalf of the board

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

The principal activity of the company in the year under review was that of provision of services to assist in the acquisition of planning for development opportunities.

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

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

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen to set out in the strategic report information required in the directors report such as:

- Principle risks and uncertainties

- Future developments

As the company has consumed less than 40,000kWh of energy in the UK during the year it is exempt from the requirements to disclose information in respect of its energy usage.

The directors are responsible 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 year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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 company’s auditor 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 company’s auditor is aware of that information.

The auditors, Xeinadin Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

We have audited the financial statements of Clearbrook Group Plc (the 'company') for the year ended 31 May 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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.

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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Clearbrook Group Plc is a private company limited by shares incorporated in England and Wales. The registered office is Brook House, South Street, Brentwood, Essex, United Kingdom, CM14 4BJ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

While the company has continued to be loss making, the directors have a reasonable expectation that thetrue

company will, through the confirmed support of its directors, have sufficient funds to enable payments to

creditors to be made as they fall due for a period of at least one year from the date of the Directors' approval of the financial statements. As such, the financial statements have been prepared on a going concern basis.

Other operating income is in respect of rental income and recharges of property expenditure and is recognised to the extent that the economic benefit will flow to the company and the revenue can be reliably measured as the fair value of the consideration received or receivable, excluding value added taxes.

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

Depreciation is recognised so as to write off the cost or valuation 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 credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Stocks are stated at the lower of cost and net realisable value, after making allowance for impairment. Cost comprises direct attributable expenditure.

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly payable or receivable within one year) including loans and other accounts receivable and payable, are initially measured at present value of the future cashflows and subsequently at amortised cost using the effective interest rate method. Debt instruments that are payable or receivable within one year, typical trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration to be expected to be paid or received. However if the arrangements of a short-term instrument constitutes a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in the case of an outright short term loan that is not at market value, the financial asset or liability is measured, initially at present value of future cashflow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment, if found, the impairment loss is taken to the income statement.

Financial assets and liabilities are offset, and the net amount reported on the balance sheet when there is an 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 individually.

Related party exemption

As a wholly owned subsidiary the company has taken advantage of the 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 its parent company.

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

There were no staff costs for the current of previous period, the average number of employees for the current and previous period was Nil.

The director's were not paid any remuneration in the current or previous period.

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

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 May 2025 nor for the year ended 31 May 2024.

Unrelieved tax losses not recognised held at year end totalled £911,738 (2024: £806,430).

The company's investments at the Balance Sheet date in the share capital of companies include the following:

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:.

During the year the company paid £4,250 (2024: £4,250) in regards to operating leases.

At the year end the company was owed £1,526 (2024: credit £973) by entity under common control.

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

The loan from the director is interest free and repayable on demand.

Clearbrook Holdings Limited, the immediate parent and smallest group is regarded by the directors as being the company's ultimate parent company.

The financial statements for Clearbrook Holdings Limited, a company incorporated in England, are available upon request at Brook House, South Street, Brentwood, Essex, CM14 4BJ.

The ultimate controlling party is the John Isabel Family Trust.