ACCOUNTS - Final Accounts preparation

Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Registered number: 13481478

ALMCOR (RW YORK) LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ALMCOR (RW YORK) LIMITED

COMPANY INFORMATION

Directors	Peter McCluskey
	Jonathan Whittingham
	Shane Mitchell
	Andrew Lawrence
	Danielle Lawrence


Registered number	13481478


Registered office	10 Upper Berkeley Street
	London
	United Kingdom
	W1H 7PE


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

ALMCOR (RW YORK) LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 7
Statement of Comprehensive Income	8
Balance Sheet	9
Notes to the Financial Statements	10 - 15

ALMCOR (RW YORK) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing 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 judgements 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.

Principal activity

The Company's principal activity during the year was that of property investment.

Directors

The directors who served during the year were:

Brian Cole (resigned 26 September 2025)

Peter McCluskey

Mark Steinberg (resigned 26 September 2025)

Jonathan Whittingham

On 26 September 2025, Andrew Lawrence, Danielle Lawrence and Shane Mitchell were appointed as directors.

Page 1

ALMCOR (RW YORK) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Auditors

The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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

................................................

Jonathan Whittingham

Director

Date: 22 December 2025

Page 2

ALMCOR (RW YORK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ALMCOR (RW YORK) LIMITED

Opinion

We have audited the financial statements of Almcor (RW York) Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet 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 December 2024 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 Auditors' 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 3

ALMCOR (RW YORK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ALMCOR (RW YORK) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 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' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Page 4

ALMCOR (RW YORK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ALMCOR (RW YORK) LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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

ALMCOR (RW YORK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ALMCOR (RW YORK) LIMITED (CONTINUED)

Auditors' 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 Auditors' 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:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to company and tax law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact onthe preparation of the financial statements such as the Companies Act 2006, income tax and sales tax.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙Inspecting correspondence with regulators and tax authorities;

∙Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud

∙Evaluating management’s controls designed to prevent and detect irregularities;

∙Identifying and testing journals, in particular journal entries posted which exhibited certain characteristics which we considered to be possible indicators of fraud or irregularity; and

∙Challenging assumptions and judgements made by management in their critical accounting estimates, principally being the Company's investment property valuation.

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.

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 Auditors' Report.

Page 6

ALMCOR (RW YORK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ALMCOR (RW YORK) LIMITED (CONTINUED)

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 Auditors' 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.

Ian Daniels (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

22 December 2025

Page 7

ALMCOR (RW YORK) LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£

Turnover		2,044,945	2,071,347
Cost of sales		(300,312)	(289,929)
Gross profit		1,744,633	1,781,418
Administrative expenses		(83,649)	(29,175)
Operating profit		1,660,984	1,752,243
Fair value gain/(loss) on investment property		212,501	2,698,250
Interest payable and similar expenses	5	(1,646,645)	(1,611,120)
Profit before tax		226,840	2,839,373
Tax on profit		(398,638)	(855,892)
(Loss)/profit for the financial year		(171,798)	1,983,481

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 10 to 15 form part of these financial statements.

Page 8

ALMCOR (RW YORK) LIMITED

REGISTERED NUMBER: 13481478

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investment property	6		26,309,367		24,500,000
Current assets
Debtors: amounts falling due within one year	7	1,008,986		2,212,811
Creditors: amounts falling due within one year	8	(25,369,836)		(3,481,438)
Net current liabilities			(24,360,850)		(1,268,627)
Total assets less current liabilities			1,948,517		23,231,373
Creditors: amounts falling due after more than one year	9		-		(21,228,021)
Provisions for liabilities
Deferred tax		(714,915)		(597,952)
			(714,915)		(597,952)
Net assets			1,233,602		1,405,400

Capital and reserves
Called up share capital	100	100
Profit and loss account	1,233,502	1,405,300
	1,233,602	1,405,400

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Jonathan Whittingham

Director

Date: 22 December 2025

The notes on pages 10 to 15 form part of these financial statements.

Page 9

ALMCOR (RW YORK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

ALMCOR (RW York) Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 13481478 and its registered office address is 10 Upper Berkeley Street, London, United Kingdom, W1H 7PE.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on the going concern basis.

The Company is funded by back-to-back external fixed interest debt, provided through the parent companies who act as intermediary parties to the debt. 89% of the debt is repayable in December 2025 with 11% being due on demand. A support letter has been obtained from the parent companies stating that the debt due on demand will not be recalled in a period of not less than 12 months from the date of signing this report should the Company not be able to repay it and continue to trade. The entity has debt due in December 2025.The directors are confident that a satisfactory resolution will arise through either a sale of the investment property, agreeing an extension with the existing lenders or sourcing alternative finance.

The directors have reviewed the underlying Group’s rental income and cash flow forecasts, the availability of external as well as intergroup funding and considered the going concern basis of preparation for these financial statements as appropriate.

2.3

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 principally comprises income recognised by the Company in respect of rent charged during the year, exclusive of value added tax and trade discounts.
Rental income is recognised on an accruals basis over the term of the lease. Amounts invoiced in advance of a tenancy period are deferred accordingly and recognised as income in the period to which they relate. Equally, amounts invoiced after the commencement of a lease, are adjusted so the total receivable over the lease term is recognised on a straight-line basis. Amounts paid and payable as an incentive to sign a lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
Service charge and insurance income are recognised in the accounting period the service and associated expenses are rendered. Expenses billed to tenants are netted off against the relevant income as the entity is acting as an agent in respect of these services. Where expenses are not billed to tenants the entity incurs this as a void cost.

Page 10

ALMCOR (RW YORK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.5

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.

2.6

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.

2.7

Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost, including transaction costs. Subsequent to initial recognition, the investment property is stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair value of investment property are included in profit or loss in the period in which they arise, including the corresponding tax effect. No depreciation is provided for on these assets. Fair values are determined based on a directors' valuation on an open market value for existing use basis.

Page 11

ALMCOR (RW YORK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.9

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.

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

As described in note 2.7 and 6 to the financial statements, investment property is stated at fair value based on the Red Book valuation performed by external RICS qualified valuers after consulting with the directors on key inputs. The valuers used observable market data adjusted as necessary for any difference in the future, location, or condition of the specific asset. The valuation has been prepared using an income-capitalisation approach, using expected rental values for the entity's property. Should the yield applied to capitalise income vary from the estimated yield used and/or should actual rental values in future periods vary from those used in the valuation, the valuation of the property would change.

Employees

The average monthly number of employees, including directors, during the year was 4 (2023: 4).

5.	Interest payable and similar expenses
		2024	2023
		£	£

Amortised loan costs	99,463	92,362
Interest payable on loans from group undertakings	1,547,182	1,518,758
	1,646,645	1,611,120

Page 12

ALMCOR (RW YORK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

6.	Investment property

		Freehold investment property

	Valuation
	At 1 January 2024	24,500,000
	Additions at cost	1,596,866
	Surplus on revaluation	212,501
	At 31 December 2024	26,309,367

The 2024 valuations were made by the directors, on an open market value for existing use basis.

The operating lease incentive balance of £690,663 (2023: Nil) has been deducted from the fair value of
the property and presented as a separate asset with Other debtors. This movement is present within the
"Surplus on revaluation" line above. The gross property fair value is £27,000,000 at 31 December 2024 (2023: £24,500,000)

If the investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£	£


	Historic cost	23,974,586	22,377,720

Debtors

					2024	2023
					£	£


Trade debtors	156,448	201,377
Amounts owed by group undertakings	375	1,095,774
Other debtors	852,163	915,660
	1,008,986	2,212,811

Page 13

ALMCOR (RW YORK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Creditors: amounts falling due within one year
		2024	2023
		£	£

Trade creditors	77,878	37,443
Amounts owed to group undertakings	24,537,353	2,610,727
Corporation tax	284,681	283,795
Other taxation and social security	30,787	115,856
Accruals and deferred income	439,137	433,617
	25,369,836	3,481,438

Included within amounts owed to group undertakings are £2,610,727 (2023: £2,610,727) of loans which
are payable to the parent undertaking. The loans consist of back to back loans with mezzanine loan
holders and shareholders existing within parent companies in the structure. These loans are interest free
and repayable on demand. Issue costs have not been included on these loans on the basis that these
would not be significant.

9.	Creditors: amounts falling due after more than one year
		2024	2023
		£	£

	Amounts owed to group undertakings	-	21,228,021

Amounts owed to group undertakings are back to back with external senior & mezzanine loans existing with parent companies in the structure. The investment property is subject to a fixed and floating charge in favour of the senior and mezzanine loan providers. All loans have a maturity date of 20 December 2025 and have therefore been presented under short term amounts owed to to group undertakings.
The £11,382,138 (2023: £11,382,138) senior debt loan attracts a fixed rate of 3.46%. The mezzanine debt loan for £10,172,030 (2023: £10,024,457) attracts a blended interest rate of 11.32%. Both loans have a maturity date of 20 December 2025.
The total amounts owed to group undertakings include unamortised issue costs of £87,779 (2023: £178,574) which are being amortised over the remaining term of the loans.

Page 14

ALMCOR (RW YORK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	2,166,374	2,121,682
Later than 1 year and not later than 5 years	6,127,215	5,508,192
Later than 5 years	8,393,055	7,172,623
	16,686,644	14,802,497

11.	Controlling party

At 31 December 2024, the immediate parent company was ALMCOR (RW Spendarry) Limited, a company registered in England and Wales. The registered address of ALMCOR (RW Spendarry) Limited is 10 Upper Berkeley Street, London, United Kingdom, W1H 7PE. In September 2025 the ultimate parent entity became Sadel Group S.a r.l, a company registered in Luxembourg. The ultimate controlling party is S A Lawrence by virtue of his shareholding in the ultimate parent entity.

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