REGISTERED NUMBER: 11848412 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

FOR

CANDLERIGGS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Statement of Income and Retained Earnings

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

U N Goldberg

M Stimler

REGISTERED OFFICE:

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

REGISTERED NUMBER:

11848412 (England and Wales)

AUDITORS:

Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

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

History and Principal activity

Founded in 2019, Candleriggs Holdings Limited is an independent investment and asset management company based in London, UK. Candleriggs Holdings serves as the exclusive investment vehicle for its owners. The Candleriggs Group is considered to be a property developer in the UK.

REVIEW OF BUSINESS

The Group focuses on buying, developing and selling property in the UK.

The Group operates at all stages of the property development lifecycle. It originates, obtains planning consents, constructs, and then holds or sells the completed properties.

PRINCIPAL RISKS AND UNCERTAINTIES

Liquidity risk

The ability of the Group to meet its current obligations needs to be continually considered. The business mitigates against this by liquidity forecasting on a near and long term basis to identify and remedy situations before they arise.

Development risk

Development activities by their very nature have an inherent level of risk. Assessment and mitigation of development risks is at the core of the Candleriggs business model. All of our subsidiaries have experienced cross functional management teams and are based within the areas that we operate in. This provides the Candleriggs group with comfort that development risks are understood and appropriately managed.

Credit risk

Credit risk is limited. The material credit exposures are amounts receivable relating to accrued income and bank deposits. Bank deposits are held in accounts at large international banking institutions and are not invested in risky or illiquid investments. The other amounts receivable are mostly from companies with institutional backing whom senior management have completed financial due diligence on.

Thorough analysis of receivables, was carried out be senior management throughout the year, and a prudent approach was undertaken to the recoverability of these receivables.

KEY PERFORMANCE INDICATORS (KPI)

Key performance indicators (KPI) below offer insights of the year's operations:

KPI

2025

2024

% Change

Turnover

£9,330,513

£39,585,356

-76.4%

Gross profit Margin

17.92%

-0.04%

+21.92%

Operating profit / (Loss)

£1,625,578

(£70,420)

+2,408.4%

Cash at Bank

£2,352,522

£102,572

+2,193.3%

Net Current Liabilities

(£1,309,076)

(£2,217,874)

+41.0%

FINANCIAL PERFORMANCE REVIEW

Turnover and Profitability

The company's turnover decreased dramatically by 76.4% from £39.6m in 2024 to £9.3m in 2025. However, unlike the prior year's loss, the company achieved a significant turnaround with an operating profit of £1.63m in 2025 compared to an operating loss of £70k in 2024.

The gross profit margin improved remarkably to 17.92% in 2025 from negative 0.04% in 2024, demonstrating substantially improved cost management. Cost of sales decreased more than proportionately with revenue, falling to £7.66m from £39.6m.

Administrative expenses remained well-controlled, decreasing slightly to £46k in 2025 compared to £56k in 2024.

Balance Sheet Position

The company's balance sheet shows net current liabilities decreased to £1.31m as of 31/03/2025 in comparison to £2.22m in the previous year representing a 41% improvement.

Total equity stands at £(1.31)m, reflecting accumulated losses over time, though significantly improved from the prior year. The Group's shareholders' funds now show a deficit of £884k (2024: £1.49m deficit). The substantial profit generated during the year and improved working capital position demonstrate positive momentum and the directors consider the state of affairs to be satisfactory.

ON BEHALF OF THE BOARD:

M Stimler - Director

22 December 2025

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

DIVIDENDS

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

There were £NIL distribution of dividends in 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

U N Goldberg

M Stimler

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen, in accordance with the Companies Act, to set out in the strategic report, information regarding the review of business and a description of the principal risks and uncertainties facing the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Melinek Fine LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Stimler - Director

22 December 2025

Opinion

We have audited the financial statements of Candleriggs Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31 March 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

-	the parent company 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 Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the group's regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the group.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the group is subject to laws and regulations that directly affect the financial statements, including: the company's constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigation. We identified the following areas as those most likely to have such an affect: employment legislation; health and safety legislation; trade legislation; data protection legislation; anti-bribery and corruption legislation.

International Standards on Auditing (UK) limit the required procedures to identify non-compliance with these laws and regulations to the procedures, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

-Challenging assumptions made by management in its significant accounting estimates.

-Identifying and testing journal entries during the period and post balance sheet date, in particular any entries posted with unusual nominal ledger account combinations, journal entries crediting cash or any revenue account, journal entries posted by senior management.

-Performing analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;

-Ensuring that testing undertaken on both the performance statement and the Balance Sheet includes a number of items selected on a random basis.

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with International Auditing Standards (UK). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Aryeh Melinek (Senior Statutory Auditor)

for and on behalf of Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

23 December 2025

TURNOVER

3

9,330,513

39,585,356

Cost of sales

7,658,882

39,600,269

GROSS PROFIT/(LOSS)

1,671,631

(14,913

)

Administrative expenses

46,053

55,506

OPERATING PROFIT/(LOSS)

5

1,625,578

(70,419

)

Interest receivable and similar income

19,548

-

PROFIT/(LOSS) BEFORE TAXATION

1,645,126

(70,419

)

Tax on profit/(loss)

6

736,328

(736,328

)

PROFIT FOR THE FINANCIAL YEAR

908,798

665,909

Profit and loss account at beginning of year

(1,488,212

)

(1,931,732

)

PROFIT AND LOSS ACCOUNT FOR THE GROUP AT END OF YEAR

(579,414

)

(1,265,823

)

Profit attributable to:

Owners of the parent

602,353

443,520

Non-controlling interests

306,445

222,389

908,798

665,909

CURRENT ASSETS

Stocks

9

1,500,000

5,893,444

Debtors

10

980,277

4,200,253

Cash at bank

2,352,522

102,572

4,832,799

10,196,269

CREDITORS

Amounts falling due within one year

11

6,141,875

12,414,142

NET CURRENT LIABILITIES

(1,309,076

)

(2,217,873

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,309,076

)

(2,217,873

)

CAPITAL AND RESERVES

Called up share capital

12

2,000

2,000

Profit and loss account

(885,859

)

(1,488,212

)

SHAREHOLDERS' FUNDS

(883,859

)

(1,486,212

)

NON-CONTROLLING INTERESTS

13

(425,217

)

(731,661

)

TOTAL EQUITY

(1,309,076

)

(2,217,873

)

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2025 and were signed on its behalf by:

M Stimler - Director

FIXED ASSETS

Investments

8

600

600

CURRENT ASSETS

Debtors

10

3,299,900

6,004,422

Cash at bank

282

1,156

3,300,182

6,005,578

CREDITORS

Amounts falling due within one year

11

3,333,701

6,028,469

NET CURRENT LIABILITIES

(33,519

)

(22,891

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(32,919

)

(22,291

)

CAPITAL AND RESERVES

Called up share capital

12

2,000

2,000

Profit and loss account

(34,919

)

(24,291

)

SHAREHOLDERS' FUNDS

(32,919

)

(22,291

)

Company's loss for the financial year

(10,628

)

(1,259

)

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2025 and were signed on its behalf by:

M Stimler - Director

Cash flows from operating activities

Cash generated from operations

1

2,230,402

(231,196

)

Net cash from operating activities

2,230,402

(231,196

)

Cash flows from investing activities

Interest received

19,548

-

Net cash from investing activities

19,548

-

Increase/(decrease) in cash and cash equivalents

2,249,950

(231,196

)

Cash and cash equivalents at beginning of year

2

102,572

333,768

Cash and cash equivalents at end of year

2

2,352,522

102,572

1.	RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit/(loss) before taxation

1,645,126

(70,419

)

Finance income

(19,548

)

-

1,625,578

(70,419

)

Decrease/(increase) in stocks

4,393,444

(85,139

)

Decrease/(increase) in trade and other debtors

2,483,647

(3,336,644

)

(Decrease)/increase in trade and other creditors

(6,272,267

)

3,261,006

Cash generated from operations

2,230,402

(231,196

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

2,352,522

102,572

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

102,572

333,768

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

102,572

2,249,950

2,352,522

102,572

2,249,950

2,352,522

Total

102,572

2,249,950

2,352,522

1.	STATUTORY INFORMATION

Candleriggs Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 11848412 and the company's registered office is First Floor, Winston House, 349 Regents Park Road, London, United Kingdom, N3 1DH. The company's principal activities and nature of its operations are disclosed in the directors' strategic report.

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.

These consolidated and separate financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.

The directors have considered a period of at least 12 months from the date of signing of the balance sheet in making their assessment on the going concern of the group and do not believe there are any uncertainty because all projects are running in line with expectations and are expected to generate profit.

Advantage has been taken of the reduced disclosure regime for ultimate parents, and thus the company has not presented its statement of cash flows as allowed by FRS 102 Section 1.12 (b).

Basis of consolidation

The consolidated financial statements include the financial statements of the company and all of its material subsidiary undertakings.

A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the consolidated financial statements.

Any subsidiary undertakings sold or acquired during the year are included up to, or from, the dates of change of control.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated profit and loss statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gains or loss on disposal and are transferred to retained earnings. The gain and loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the Group and value added taxes.

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

The Group recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the Group retains no continuing involvement or control over the assets; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the Group's sales channels have been met, as described below.

Sale of assets

The Group sells assets including properties. Revenue is recognised on sale to the buyer at the date specified in the sales contract.

Lease income

The Group generates income from project leases. Revenue is recognised on a straight-line basis over the expected lease period.

Construction contracts

When the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable those costs will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Amounts due from construction contract customers represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognised to date less progress billings and recognised losses.

Amounts due to construction contract customers represents the excess of progress billings over the revenue recognised (costs plus attributable profit) for the contract work performed to date.

Stocks

Stocks are valued at the lower of cost and estimated selling price less cost to sell and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The Group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

i. Financial assets

Basic financial assets, including trade amounts and other debtors owed to group undertakings, cash and bank balances, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

ii. Financial liabilities

Basic financial liabilities, including trade and other creditors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

iii. Offsetting

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income including profit & loss, 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.

Exceptional item

Where the directors consider that any material items are irregular or infrequent then they will treat them as exceptional items, to ensure that the financial statement gives a true and fair view. This involves providing additional disclosures as deemed necessary.

Going concern

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

In making their assessment the directors have considered the foreseeable future which is a period of at least 12 months from the date of signing the balance sheet.

The group has initially made losses and has a negative balance sheet. The group has at the balance sheet date net current liabilities of £1,309,076 (2024: £2,217,873) and negative reserves of £885,859 (2024: £1,488,212).

The directors do not believe there are any material uncertainty as to the going concern status of the group because all projects are running in line with expectations and are expected to generate profits.

3.

TURNOVER

The turnover and profit (2024 - loss) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

9,330,513

39,585,356

9,330,513

39,585,356

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

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

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT/(LOSS)

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

2025

2024

£

£

Auditors' remuneration

10,500

10,500

6.

TAXATION

Analysis of the tax charge/(credit)

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

2025

2024

£

£

Deferred tax

736,328

(736,328

)

Tax on profit/(loss)

736,328

(736,328

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit/(loss) before tax

1,645,126

(70,419

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %)

411,282

(17,605

)

Effects of:

Utilisation of tax losses

(411,282

)

(718,723

)

Reversal of deferred tax b/f

736,328

-

Total tax charge/(credit)

736,328

(736,328

)

7.	INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME INCLUDING PROFIT & LOSS

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.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

600

NET BOOK VALUE

At 31 March 2025

600

At 31 March 2024

600

Investments in subsidiaries are recognised at cost.

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

Subsidiaries

Each of the following has the same registered address: First Floor, Winston House, 349 Regents Park Road, London, United Kingdom, N3 1DH

Name of Subsidiary

Nature of business

Share class

% Holding

Candleriggs Development 2 Limited

Property

Ordinary

66.67

Candleriggs Developments Limited

Property

Ordinary

66.67

Candleriggs Developments 3 Limited

Property

Ordinary

66.67

9.

STOCKS

Group

2025

2024

£

£

Stocks

1,500,000

5,893,444

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade debtors

-

18,000

-

-

Amounts owed by group undertakings

-

-

3,299,400

5,999,400

Other debtors

500

500

500

500

Deferred tax asset

-

736,328

-

4,522

VAT

7,300

51,745

-

-

Prepayments and accrued income

972,477

3,393,680

-

-

980,277

4,200,253

3,299,900

6,004,422

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade creditors

23,926

120,510

5,101

169

Other creditors

5,944,688

10,807,452

3,323,500

6,023,500

Accruals and deferred income

173,261

1,486,180

5,100

4,800

6,141,875

12,414,142

3,333,701

6,028,469

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2,000

Ordinary

1

2,000

2,000