ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Unaudited
2024

Registered number: 05492810

BYRON & BYRON HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

BYRON & BYRON HOLDINGS LIMITED

COMPANY INFORMATION

Directors	A Gualtieri
	O Gualtieri


Company secretary	A E Gualtieri


Registered number	05492810


Registered office	16 Lockfield Avenue
	Enfield
	England
	EN3 7PX


Independent auditor	Barnes Roffe Audit Limited
	Chartered Accountants Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA

BYRON & BYRON HOLDINGS LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditor's report	4 - 7
Statement of comprehensive income	8
Balance sheet	9
Statement of changes in equity	10
Notes to the financial statements	11 - 28

BYRON & BYRON HOLDINGS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2025

Business review and key performance indicators

The Company considers turnover and underlying profit to be the key performance indicators.

The Company has seen a 8.8% decrease in turnover for the period due to a decrease in occupancy, however the directors expect this to increase in the current year.

Whilst underlying profits (before property revaluations and investment impairments) are 71% lower than the previous year this is expected to improve in the current year. The company ensures that all of its properties are maintained to a high level and this has resulted in higher than average maintenance costs in the year to 31 March 2025.

The company has a strong balance sheet and a very good portfolio of properties and so remains in a strong position at the year end and beyond.

Principal risks and uncertainties

The Company is subject to the same general risks and uncertainties as any other business, for example, the impact of natural disasters, changes in general economic conditions including currency and interest rate fluctuations and the impact of competition.

This report was approved by the board on 22 December 2025 and signed on its behalf.

O Gualtieri

Director

Page 1

BYRON & BYRON HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2025

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

Directors' responsibilities statement

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The 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 to 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.

Results and dividends

The profit for the year, after taxation, amounted to £536,453 (2024 - loss £7,104,527).

The director does not propose a final dividend.

Directors

The directors who served during the year were:

A Gualtieri

O Gualtieri

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 2

BYRON & BYRON HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2025

This report was approved by the board on 22 December 2025 and signed on its behalf.

O Gualtieri

Director

Page 3

BYRON & BYRON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BYRON & BYRON HOLDINGS LIMITED

Opinion

We have audited the financial statements of Byron & Byron Holdings Limited (the 'Company') for the year ended 31 March 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘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 March 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council'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.

Page 4

BYRON & BYRON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BYRON & BYRON HOLDINGS LIMITED (CONTINUED)

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.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, 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.

Page 5

BYRON & BYRON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BYRON & BYRON HOLDINGS LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙Ensuring that the engagement team collectively had the appropriate competence, capabilities and skills to
identify non-compliance with applicable laws and regulations;

∙We identified the laws and regulations applicable to the Company through discussions with directors, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, are as follows - Companies Act 2006, FRS 102, Employment legislation and Tax legislation;

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙Laws and regulations were communicated within the audit team at the planning meeting, and the audit team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non - compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions; and

∙Assessing whether judgements and assumptions made in determining significant accounting estimates were indicative of management bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 6

BYRON & BYRON HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BYRON & BYRON HOLDINGS LIMITED (CONTINUED)

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.

Andrew May (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

22 December 2025

Page 7

BYRON & BYRON HOLDINGS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2025

		Unaudited
	2025	2024
	£	£


Turnover	4	2,026,594	2,222,570
Administrative expenses		(1,217,320)	(934,870)
Fair value movements		400,000	(7,932,761)
Operating profit/(loss)	5	1,209,274	(6,645,061)
Amounts written off investments		-	(2,000,000)
Interest receivable and similar income	9	2,888	424
Interest payable and similar expenses	10	(564,474)	(420,426)
Profit/(loss) before tax		647,688	(9,065,063)
Tax on profit/(loss)	11	(111,235)	1,960,536
Profit/(loss) for the financial year		536,453	(7,104,527)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 11 to 28 form part of these financial statements.

Page 8

BYRON & BYRON HOLDINGS LIMITED

REGISTERED NUMBER: 05492810

BALANCE SHEET

AS AT 31 MARCH 2025

		Unaudited
	2025	2024
Note	£	£

Fixed assets
Tangible assets	12		6,825,374		6,810,435
Investments	13		133,749		133,749
Investment property			21,189,560		21,515,813
			28,148,683		28,459,997
Current assets
Debtors: amounts falling due within one year	15	3,281,558		2,879,999
Cash at bank and in hand		361,834		685,369
		3,643,392		3,565,368
Creditors: amounts falling due within one year	16	(1,150,967)		(1,123,371)
Net current assets			2,492,425		2,441,997
Total assets less current liabilities			30,641,108		30,901,994
Creditors: amounts falling due after more than one year	17		(7,433,725)		(8,340,705)
Provisions for liabilities
Deferred tax	20		(2,332,426)		(2,222,785)
Net assets			20,874,957		20,338,504

Capital and reserves
Called up share capital	21	125,822	125,822
Revaluation reserve	22	8,697,008	8,397,008
Profit and loss account	22	12,052,127	11,815,674
		20,874,957	20,338,504

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.

O Gualtieri

Director

The notes on pages 11 to 28 form part of these financial statements.

Page 9

BYRON & BYRON HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2023	125,822	14,346,579	12,970,630	27,443,031

Loss for the year	-	-	(7,104,527)	(7,104,527)
Transfer to/from profit and loss account	-	(5,949,571)	5,949,571	-

At 1 April 2024	125,822	8,397,008	11,815,674	20,338,504

Profit for the year	-	-	536,453	536,453
Transfer to/from profit and loss account	-	300,000	(300,000)	-
At 31 March 2025	125,822	8,697,008	12,052,127	20,874,957

The notes on pages 11 to 28 form part of these financial statements.

Page 10

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

1.	General information

Byron & Byron Holdings Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. Its registered office is 16 Lockfield Avenue, Enfield, EN3 7PX.

The principal activity of the company throughout the year was that of a holding company, providing premises and management services to other companies in the Group and the ownership and rental of investment properties.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.

This information is included in the consolidated financial statements of Pennacchione Holdings Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Going concern

The director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Page 11

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.7

Operating leases: the Company as lessor

Rental income from operating leases is credited to the Statement of comprehensive income on a straight line basis over the term of the relevant lease.

2.8

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.

Page 12

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.9

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.13

Pensions

The Company makes contributions to certain employees' personal pension schemes.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 13

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and 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 current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are 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 the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Land and buildings are not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, provided on the following annual basis:

Motor vehicles

25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 14

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.18

Investment property

Investment property is carried at 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.

2.19

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.20

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.21

Cash and cash equivalents

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

2.22

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.23

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 15

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.24

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 16

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.24

Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying accounting policies

The Company does not consider there to be any critical judgements in applying accounting policies.

Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

i) Fair value of investment properties

The Company has made assumptions in the determination of the fair value of investment properties in respect of the state of the property market in the location the properties are situated and in respect of the range of reasonable fair value estimates of the assets.

	Rent receiveable	2,026,594	2,222,570

All turnover arose within the United Kingdom.

Page 17

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

	Exchange differences	113	21
	Other operating lease rentals	62,000	50,000

6.	Auditor's remuneration
		2025	Unaudited 2024
		£	£

Fees payable to the Company's auditor for the audit of the Company's financial statements

12,000

7.	Employees
		2025	Unaudited 2024
		£	£

	Cost of defined contribution scheme	40,000	-

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Directors	2	2

8.	Directors' remuneration
		2025	Unaudited 2024
		£	£

	Company contributions to defined contribution pension schemes	40,000	-

Page 18

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

9.	Interest receivable and similar income
		2025	Unaudited 2024
		£	£

Other interest

2,888

424

10.	Interest payable and similar expenses
		2025	Unaudited 2024
		£	£

Bank interest	561,451	418,199
Finance leases and hire purchase contracts	3,023	2,227
	564,474	420,426

Corporation tax
Current tax on profits for the year	-	15,632
Adjustments in respect of previous periods	1,594	(4,082)

Total current tax	1,594	11,550

Deferred tax
Origination and reversal of timing differences	9,641	11,104
On unrealised gain on investment properties	100,000	(1,983,190)
Total deferred tax	109,641	(1,972,086)


	Tax on profit/(loss)	111,235	(1,960,536)

Page 19

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

11.Taxation (continued)

Profit/(loss) on ordinary activities before tax

647,688

(9,065,063)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	161,922	(2,266,266)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	500,000
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,931	1,042
Adjustments to tax charge in respect of prior periods	1,594	(4,082)
Group relief	(54,212)	(191,230)
Total tax charge for the year	111,235	(1,960,536)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

12.	Tangible fixed assets

	Freehold property	Motor vehicles	Total
	£	£	£
Cost or valuation
At 1 April 2024	6,760,064	83,788	6,843,852
Additions	-	33,746	33,746
At 31 March 2025	6,760,064	117,534	6,877,598
Depreciation
At 1 April 2024	-	33,417	33,417
Charge for the year on owned assets	-	1,250	1,250
Charge for the year on financed assets	-	17,557	17,557
At 31 March 2025	-	52,224	52,224
Net book value
At 31 March 2025	6,760,064	65,310	6,825,374
At 31 March 2024	6,760,064	50,371	6,810,435

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	Unaudited 2024
	£	£


	Motor vehicles	64,581	32,544

Page 21

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

13.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2024	2,133,749
	At 31 March 2025	2,133,749
	Impairment
	At 1 April 2024	2,000,000
	At 31 March 2025	2,000,000
	Net book value
	At 31 March 2025	133,749
	At 31 March 2024	133,749

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Byron & Byron Limited	16 Lockfield Avenue,Enfield, EN3 7PX	Ordinary	100%
Nichols & Nichols Limited	16 Lockfield Avenue,Enfield, EN3 7PX	Ordinary	100%
Byron Bagattoni S.R.L	Predappio (FC) ViaPartisani 29 Cap 47016	Ordinary	100%

Page 22

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

14.	Investment property

		Freehold investment property
		£
	Valuation
	At 1 April 2024	21,515,813
	Additions at cost	91,764
	Disposals	(818,017)
	Surplus on revaluation	400,000
	At 31 March 2025	21,189,560

The 2025 valuations were made by the directors, on an open market value basis.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	Unaudited 2024
	£	£

Historic cost

10,031,609

10,754,277

15.

Debtors

					2025	Unaudited 2024
					£	£


Trade debtors	135,333	184,926
Amounts owed by group undertakings	1,800,295	1,470,415
Other debtors	1,345,930	1,224,658
	3,281,558	2,879,999

Page 23

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

16.	Creditors: Amounts falling due within one year
		2025	Unaudited 2024
		£	£

Bank loans	388,435	435,258
Trade creditors	95,847	49,721
Corporation tax	-	11,461
Obligations under finance lease and hire purchase contracts	15,530	6,625
Other creditors	448,248	447,687
Accruals and deferred income	202,907	172,619
	1,150,967	1,123,371

17.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	7,383,459	8,312,535
Net obligations under finance leases and hire purchase contracts	50,266	28,170
	7,433,725	8,340,705

Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

The bank loans as shown above accrue interest on a monthly basis at a range of rates between 2.75% and 9.40% per annum, and are due for repayment in full between 2025 and 2030.

The bank loans are secured by way of floating charges on the properties owned by the Company, a fixed charge on present and future book debts and on plant and machinery and other moveable property.

Page 24

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Amounts falling due within one year
Bank loans	388,435	435,258
Amounts falling due 1-2 years
Bank loans	688,050	381,521
Amounts falling due 2-5 years
Bank loans	6,695,409	7,879,800
Amounts falling due after more than 5 years
Bank loans	-	51,214
	7,771,894	8,747,793

Within one year	15,530	6,625
Between 1-5 years	50,266	28,170
	65,796	34,795

20.	Deferred taxation

	2025	Unaudited 2024
	£	£

At beginning of year	2,222,785	4,194,871
Charged to profit or loss	109,641	(1,972,086)
At end of year	2,332,426	2,222,785

Page 25

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

20.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:
	2025	Unaudited 2024
	£	£

Unrealised gain on revaluation of investment properties	2,145,447	2,045,447
Other timing differences	186,979	177,338
	2,332,426	2,222,785

21.	Share capital
		2025	Unaudited 2024
		£	£

Allotted, called up and fully paid

125,822 (2024 - 125,822) Ordinary shares of £1.00 each	125,822	125,822

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

22.

Reserves

Revaluation reserve

The revaluation reserve represents the cumulative effect of revaluations of tangible fixed assets and investment properties where a policy of revaluation has been adopted.

Profit and loss account

The profit and loss account represents accumulated profits and losses of the company since incorporation less dividends paid.

23.	Pension commitments

The Company makes contributions to certain employees' personal pension schemes. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £40,000 (2024 - £Nil). Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.

Page 26

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

24.	Commitments under operating leases
	The Company had no commitments under non-cancellable operating leases at the balance sheet date.

At 31 March 2025 the future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
	2025	Unaudited 2024
	£	£

Not later than 1 year	688,572	574,195
Later than 1 year and not later than 5 years	210,129	76,380
	898,701	650,575

During the year the Company received rental income in relation to operating leases amounting to £2,026,594 (2024 - £2,222,570).

During the year to 31 March 2025, land and buildings used in operating leases included investment properties with a valuation of £21,189,560 (2024 - £21,515,813). It also included fixed assets with a cost of £6,760,064 (2024 - £6,760,064) which is rented to a fellow group company. There was no related depreciation charge on the properties.

25.Other financial commitments

The Company has a cross guarantee agreement with its subsidiary company, Byron & Byron Limited, and companies under common control, Fretco Limited and Thane Gateway Limited, for bank borrowings. The amount guaranteed at the year end was £847,920 (2024 - £987,606).

26.

Related party transactions

Transactions with group companies are not disclosed by virtue of the exemption claimed under FRS102 paragraph 33.1A.

At the balance sheet date the Company was owed £1,341,034 (2024 - £1,218,194) by other related parties.

During the year the Company was charged £62,000 (2024 - £50,000) for rent by the directors. At the year end an amount of £207,259 (2024 - £179,772) was owed by the Company.

The director has given a personal guarantee to the Company's bankers to secure the Company's borrowings. This guarantee is limited to a maximum amount of £500,000 (2024 - £500,000).

Page 27

BYRON & BYRON HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

27.	Controlling party

The Company is a wholly owned subsidiary of Pennacchione Holdings Limited, whose registered office is 16 Lockfield Avenue, Enfield, EN3 7PX. Consolidated accounts can be obtained from Companies House.

The ultimate controlling party is considered to be O Gualtieri.

Page 28