REGISTERED NUMBER: 12778093 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

LANGOEN INVESTMENTS LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

S P Mace

REGISTERED OFFICE:

29 Great Queen Street

London

WC2B 5BB

REGISTERED NUMBER:

12778093 (England and Wales)

AUDITORS:

George Hay & Company

Chartered Accountants

& Statutory Auditors

83 Cambridge Street

London

SW1V 4PS

FIXED ASSETS

Tangible assets

4

4,936

10,623

Investments in subsidiaries

5

1

1

4,937

10,624

CURRENT ASSETS

Debtors

6

2,801,303

2,731,097

Cash at bank

85,177

64,391

2,886,480

2,795,488

CREDITORS

Amounts falling due within one year

7

813,574

765,936

NET CURRENT ASSETS

2,072,906

2,029,552

TOTAL ASSETS LESS CURRENT LIABILITIES

2,077,843

2,040,176

CREDITORS

Amounts falling due after more than one year

8

8,178,372

6,454,163

NET LIABILITIES

(6,100,529

)

(4,413,987

)

CAPITAL AND RESERVES

Called up share capital

10

30

30

Share premium

3,089,943

3,089,943

Accumulated loss

(9,190,502

)

(7,503,960

)

SHAREHOLDERS' FUNDS

(6,100,529

)

(4,413,987

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 29th December 2025 and were signed by:

S P Mace - Director

1.	STATUTORY INFORMATION

Langoen Investments Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The

Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has taken the small companies' exemption from preparing consolidated accounts and so these financial statements present information about the company and not its group.

Going concern

The accounts are prepared on the basis that the Company is a going concern.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at their recoverable amount.

Financial instruments

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

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit and loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2023 - 12 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1st January 2024

and 31st December 2024

1,333

23,110

24,443

DEPRECIATION

At 1st January 2024

520

13,300

13,820

Charge for year

444

5,243

5,687

At 31st December 2024

964

18,543

19,507

NET BOOK VALUE

At 31st December 2024

369

4,567

4,936

At 31st December 2023

813

9,810

10,623

5.	INVESTMENT IN SUBSIDIARIES

Shares in

group

undertakings

£

COST

At 1st January 2024

and 31st December 2024

1

NET BOOK VALUE

At 31st December 2024

1

At 31st December 2023

1

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

Langoen Assets Limited

Registered office: United Kingdom

Nature of business: asset management

%

Class of shares:

holding

ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

(14,256,087

)

(8,298,011

)

Loss for the year

(5,957,476

)

(5,145,575

)

Bruton Street (Management) Limited

Registered office: United Kingdom

Nature of business: estate management

%

Class of shares:

holding

ordinary

100.00

Bruton Concierge Services Ltd

Registered office: United Kingdom

Nature of business: estate management

%

Class of shares:

holding

ordinary

100.00

Bruton Street Advisors Limited

Registered office: ~United Kingdom

Nature of business: estate management

%

Class of shares:

holding

Ordinary

100.00

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

2,491,037

2,431,037

Other debtors

63

63

Prepayments

10,206

-

Called up share capital not paid

299,997

299,997

2,801,303

2,731,097

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Social security and other taxes

13,634

15,897

Other creditors

3,338

2,114

Share warrants

622,548

622,548

Accrued expenses

174,054

125,377

813,574

765,936

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Working capital loan

8,178,372

6,454,163

9.	FINANCIAL INSTRUMENTS

The key risks and uncertainties faced by the Company are credit risk and liquidity risk that arise through the Company’s normal course of business. These risks are managed within the Group’s established risk management framework, as described in the Group’s financial statements.

Credit risk

The maximum credit risk exposure in relation to the financial assets is disclosed below:

£

Cash and cash equivalents

85,177

Other debtors

10,269

Amounts due from group undertakings

2,491,037

2,586,483

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by cash or another financial asset.

The table below sets out the cash flows payable by the Company in respect of financial liabilities, by contractual repayments of the principal amount and any interest at the statement of financial position date:

Amounts owed, due within one year:

£

Share warrants

622,548

Other payables

191,026

813,574

Amounts owed, due after more than one year:

£

Loans

8,178,372

Fair Values

The directors consider that there are no material differences between the asset values in the statement of financial position and their fair value.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

2,922

Ordinary

£0.01

30

30

78

A Ordinary

£0.01

-

-

30

30

The A Ordinary Shares and the Ordinary Shares shall rank pari passu in all respects but constitute separate classes of shares

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Andrew P.C. Fox (Senior Statutory Auditor)

for and on behalf of George Hay & Company

12.	RELATED PARTY DISCLOSURES

Amounts due from group undertakings

£

Langoen Assets Ltd

2,331,037

Bruton Street (Management) Limited

160,000

All related party transactions relate to amounts owed by group companies and are repayable on demand.

Following the issue of warrants on 28th July 2023, Spear Finance Ireland DAC is deemed the controlling party.

13.	POST BALANCE SHEET EVENTS

The "Amounts owed by related party" has been documented by way of a promissory note entered into by the Company and Langoen Assets Ltd on 14th November 2025. Langoen Assets Ltd settled its obligations under the promissory note in consideration for the issuance to the Company of 2,031,037 ordinary shares of £1.00 each on 14th November 2025.