Directors' Report and

Unaudited

Consolidated Financial Statements

for the Year Ended 31 March 2025

for

Canadian & Portland Estates

(Holdings) Limited

Page

Company Information

1

Directors' Report

2

Consolidated Income Statement

4

Consolidated Balance Sheet

5

Company Balance Sheet

7

Consolidated Statement of Changes in Equity

8

Company Statement of Changes in Equity

9

Notes to the Consolidated Financial Statements

10

DIRECTORS:

Mr D Goldstein

Mr D S Leigh

Mr J P Miles

Mrs S Clark

Mrs M K Miles

Mr M Williams FCA

SECRETARIES:

Mrs S Clark

Mr G J E Miles

REGISTERED OFFICE:

8-10 South Street

Epsom

Surrey

KT18 7PF

REGISTERED NUMBER:

09194545 (England and Wales)

ACCOUNTANTS:

Williams & Co Epsom LLP

Chartered Accountants

8-10 South Street

Epsom

Surrey

KT18 7PF

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of property investment with occasional development and trading.

REVIEW OF BUSINESS

The group experienced a year of substantial transformation, marked by a strategic restructuring and the acquisition of four new sites during the financial year, each acquired through Special Purpose Vehicles (SPVs). An additional site was secured shortly after the year-end, further expanding the group’s portfolio.

In parallel, the group successfully completed a refinancing initiative, transitioning its banking relationship from the Bank of Ireland to Handelsbanken. This move included the establishment of a new facility to support ongoing growth and operational resilience.

Market conditions remained challenging throughout the year. The group faced persistent issues including elevated vacancy rates, delayed tenant payments, and the impact of rising interest rates. Despite these headwinds, the group maintained a robust financial position, with a Loan-to-Value (LTV) ratio of 42%, comfortably within its target threshold.

A total dividend of £1.2 million was distributed during the year, reflecting an increase from £900,000 in the prior period and underscoring the group’s commitment to delivering shareholder value.

EVENTS SINCE THE END OF THE YEAR

Canadian & Crawley Limited:

As at the financial year-end, the company had entered into a binding agreement for the acquisition of a new

investment property located at Gatwick Road, Crawley. The total consideration for the transaction was

£2,710,000, exclusive of VAT, with a 10% deposit paid and recorded under prepayments, reflecting the fact that

construction works on the site were still ongoing at the reporting date.

Completion of the transaction was contractually contingent upon the satisfactory conclusion of those works. The transfer of legal title was subsequently effected on 28 April 2025, in accordance with the terms set out in the

agreement.

Canadian & Kingston Limited:

An additional entity, Canadian & Kingston Limited, was incorporated on 5 June 2025. The company subsequently completed the acquisition of the freehold property located at 34 Clarence Street, Kingston, for a consideration of £2,800,000, exclusive of Stamp Duty Land Tax and associated legal costs.

DIRECTORS

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

Mr D Goldstein

Mr D S Leigh

Mr J P Miles

Mrs S Clark

Mrs M K Miles

Mr M Williams FCA

POLITICAL DONATIONS AND EXPENDITURE

During the year the company the following contributions:

Charitable:

2025: £16,667

2024: £8,500

Charitable donations were to charities local to investment properties, to support community projects.

FINANCIAL RISK MANAGEMENT

The directors' financial risk management objective is to maximise financial assets and minimise financial liabilities whilst not engaging in speculation.

DISCLOSURE IN THE STRATEGIC REPORT

In accordance with S414C of the Companies Act; included in the Strategic Report is the review of the business and principal risks and uncertainties. This information would have otherwise been required by Schedule 7 of the Large and Medium size Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors Report.

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

ON BEHALF OF THE BOARD:

Mrs S Clark - Director

31 October 2025

TURNOVER

3,492,968

3,195,094

Cost of sales

(451,234

)

(219,000

)

GROSS PROFIT

3,041,734

2,976,094

Administrative expenses

(1,160,832

)

(995,740

)

1,880,902

1,980,354

Gain/loss on revaluation of investments

(1,834,698

)

(7,444,150

)

OPERATING PROFIT/(LOSS)

4

46,204

(5,463,796

)

Interest receivable and similar income

275,473

43,833

321,677

(5,419,963

)

Interest payable and similar expenses

5

(1,310,090

)

(582,215

)

LOSS BEFORE TAXATION

(988,413

)

(6,002,178

)

Tax on loss

6

(225,064

)

734,278

LOSS FOR THE FINANCIAL YEAR

(1,213,477

)

(5,267,900

)

Loss attributable to:

Owners of the parent

(1,304,293

)

(5,371,294

)

Non-controlling interests

90,816

103,394

(1,213,477

)

(5,267,900

)

FIXED ASSETS

Tangible assets

8

65,290,853

48,315,420

Investments

9

-

-

65,290,853

48,315,420

CURRENT ASSETS

Debtors

10

1,935,780

1,436,458

Cash at bank

3,791,203

13,825,857

5,726,983

15,262,315

CREDITORS

Amounts falling due within one year

11

2,339,929

16,877,212

NET CURRENT ASSETS/(LIABILITIES)

3,387,054

(1,614,897

)

TOTAL ASSETS LESS CURRENT LIABILITIES

68,677,907

46,700,523

CREDITORS

Amounts falling due after more than one year

12

(24,500,000

)

-

PROVISIONS FOR LIABILITIES

15

(4,177,186

)

(4,177,185

)

NET ASSETS

40,000,721

42,523,338

CAPITAL AND RESERVES

Called up share capital

16

50,040

50,040

Share premium

17

3,580

3,580

Fair value reserve

17

12,174,108

13,190,243

Retained earnings

17

26,766,764

28,245,617

SHAREHOLDERS' FUNDS

38,994,492

41,489,480

NON-CONTROLLING INTERESTS

18

1,006,229

1,033,858

TOTAL EQUITY

40,000,721

42,523,338

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:

Mr M Williams FCA - Director

FIXED ASSETS

Tangible assets

8

-

-

Investments

9

50,340

50,340

50,340

50,340

CURRENT ASSETS

Debtors

10

66,889,401

35,717,999

Cash at bank

3,537,174

11,740,791

70,426,575

47,458,790

CREDITORS

Amounts falling due within one year

11

5,233,750

4,409,641

NET CURRENT ASSETS

65,192,825

43,049,149

TOTAL ASSETS LESS CURRENT LIABILITIES

65,243,165

43,099,489

CREDITORS

Amounts falling due after more than one year

12

24,500,000

-

NET ASSETS

40,743,165

43,099,489

CAPITAL AND RESERVES

Called up share capital

16

50,040

50,040

Retained earnings

17

40,693,125

43,049,449

SHAREHOLDERS' FUNDS

40,743,165

43,099,489

Company's loss for the financial year

(1,156,324

)

(511,684

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:

Mr M Williams FCA - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2023

50,040

31,026,337

3,580

Changes in equity

Total comprehensive income

-

(5,356,512

)

-

Dividends

-

(900,000

)

-

Fair value transfer

-

3,475,792

-

50,040

28,245,617

3,580

Non-controlling interest distribution paid

-

-

-

Balance at 31 March 2024

50,040

28,245,617

3,580

Changes in equity

Total comprehensive income

-

(1,294,989

)

-

Dividends

-

(1,200,000

)

-

Fair value transfer

-

1,016,136

-

Balance at 31 March 2025

50,040

26,766,764

3,580

Fair

value

Non-controlling

Total

reserve

Total

interests

equity

£

£

£

£

Balance at 1 April 2023

16,666,035

47,745,992

981,971

48,727,963

Changes in equity

Total comprehensive income

-

(5,356,512

)

103,395

(5,253,117

)

Dividends

-

(900,000

)

-

(900,000

)

Fair value transfer

(3,475,792

)

-

-

-

13,190,243

41,489,480

1,085,366

42,574,846

Non-controlling interest distribution paid

-

-

(51,508

)

(51,508

)

Balance at 31 March 2024

13,190,243

41,489,480

1,033,858

42,523,338

Changes in equity

Total comprehensive income

-

(1,294,989

)

524,258

(770,731

)

Dividends

-

(1,200,000

)

-

(1,200,000

)

Fair value transfer

(1,016,135

)

1

-

1

Balance at 31 March 2025

12,174,108

38,994,492

1,558,116

40,552,608

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

50,040

44,461,133

44,511,173

Changes in equity

Dividends

-

(900,000

)

(900,000

)

Total comprehensive income

-

(511,684

)

(511,684

)

Balance at 31 March 2024

50,040

43,049,449

43,099,489

Changes in equity

Dividends

-

(1,200,000

)

(1,200,000

)

Total comprehensive income

-

(1,156,324

)

(1,156,324

)

Balance at 31 March 2025

50,040

40,693,125

40,743,165

1.	STATUTORY INFORMATION

Canadian & Portland Estates (Holdings) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value.

Preparation of consolidated financial statements

The consolidated financial statements incorporate the financial statements to the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over its useful economic life. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss for the parent company is omitted from the group financial statements by virtue of the Companies Act 2006. The accounts can be obtained from 76 New Bond Street, London W1S 1RX.

Significant judgments and estimates

Investment property, which is freehold, was revalued to fair value at 31 March 2022, based on a valuation undertaken by a suitably qualified director with recent experience in the location and class of the investment property being valued.

Joint ventures

The company is involved in one joint venture. The full asset and income is brought into the accounts with a deduction for the JV partner shown as a Minority Interest charge.

Turnover

Turnover represents rents receivable in relation to the accounting period after adjusting for rent free periods and other agreed rebates and discounts. VAT and other taxes are excluded.

Depreciation

Depreciation is calculated so as to write off the cost of an asset, net of anticipated disposal proceeds, over the useful economic life of the asset as follows:

Investment properties - nil

Leasehold improvements - 20% per annum straight line

Fixtures and fittings - 33.33% per annum straight line

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the group to fund in respect of the year. The assets of the scheme are held separately from those of the group in an independently administered fund.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2024 - 4 ) .

4.	OPERATING PROFIT/(LOSS)

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

2025

2024

£

£

Depreciation - owned assets

21,661

57,553

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

1,310,090

582,215

6.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

225,064

335,722

Deferred tax

-

(1,070,000

)

Tax on loss

225,064

(734,278

)

7.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

8.	TANGIBLE FIXED ASSETS

Group

Investment

Plant and

Property

machinery

Totals

£

£

£

COST OR VALUATION

At 1 April 2024

48,283,899

274,774

48,558,673

Additions

18,828,252

3,540

18,831,792

Revaluations

(1,834,698

)

-

(1,834,698

)

At 31 March 2025

65,277,453

278,314

65,555,767

DEPRECIATION

At 1 April 2024

-

243,253

243,253

Charge for year

-

21,661

21,661

At 31 March 2025

-

264,914

264,914

NET BOOK VALUE

At 31 March 2025

65,277,453

13,400

65,290,853

At 31 March 2024

48,283,899

31,521

48,315,420

No depreciation is provided in respect of the group's investment property. The valuation of the investment property at the balance sheet date has been performed by a suitably qualified director.

On historical cost basis, the group's investment properties would be been included at an original cost of £66,286,592 (2024: £47,121,645).

9.	FIXED ASSET INVESTMENTS

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

- Chapel Properties Limited (registered number: 03143568)

- Canadian & Portland Developments Limited (registered number: 03037164)

- Canadian & Butler Limited (registered number: 03935321)

- Riverside Edge Limited (registered number: 08788465)

- Thames Street Properties Limited (registered number: 11023677)

- Canadian & Portland Estates Limited (registered number: 01676411)

- Canadian & Riverside Limited (registered number: 09208731)

- Canadian & West End Limited (registered number: 09943076)

- Canadian & Northampton Limited (registered number: 15616691)

- Canadian & Tewkesbury Limited (registered number: 16093208)

- Canadian & Reading Limited (registered number: 15913522)

- Canadian & Crawley Limited (registered number: 15901029)

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade debtors

705,520

886,007

3,715

1,858

Amounts owed by group undertakings

1

1

66,510,106

35,618,318

Other debtors

56,949

57,249

24,000

24,000

Tax

100,147

-

64,796

64,796

Prepayments and accrued income

753,502

493,201

286,784

9,027

Prepayments

319,661

-

-

-

1,935,780

1,436,458

66,889,401

35,717,999

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loans and overdrafts (see note 13)

-

15,000,000

-

-

Trade creditors

178,410

71,963

58,659

14,448

Amounts owed to group undertakings

5

41

4,683,659

4,229,352

Tax

320,241

293,087

-

-

Social security and other taxes

65,863

48,693

65,863

48,693

VAT

296,683

190,481

27,091

26,497

Other creditors

839

339

-

-

Deferred income

948,216

833,372

-

-

Accrued expenses

529,672

439,236

398,478

90,651

2,339,929

16,877,212

5,233,750

4,409,641

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loans (see note 13)

24,500,000

-

24,500,000

-

13.

LOANS

An analysis of the maturity of loans is given below:

Group

Company

2025

2024

2025

2024

£

£

£

£

Amounts falling due within one year or on

demand:

Bank loans

-

15,000,000

-

-

Amounts falling due between two and five

years:

Bank loans - 2-5 years

24,500,000

-

24,500,000

-

14.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loans

24,500,000

15,000,000

24,500,000

-

The company moved to a new bank facility during the year. The bank loan is on an interest only basis until and is secured by way of a first charge and debenture over the company property together with that of fellow subsidiaries

15.	PROVISIONS FOR LIABILITIES

Group

2025

2024

£

£

Deferred tax

4,177,186

4,177,185