Marlborough Property Co Limited - Limited company accounts 25.1

REGISTERED NUMBER: 08020218 (England and Wales)

GROUP STRATEGIC REPORT, DIRECTORS' REPORT AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 202

FOR

MARLBOROUGH PROPERTY CO LIMITED

Page

Company Information

1

Group Strategic Report

2

Directors' Report

5

Directors' Responsibilities Statement

7

Independent Auditors' Report

8

Consolidated Income Statement

12

Consolidated Other Comprehensive Income

13

Consolidated Balance Sheet

14

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow

Statement

20

Notes to the Consolidated Financial

Statements

22

DIRECTORS:

Sir W L Adderley

Mr D L Wright

Mr R S Clark

Miss A L Whitcher

REGISTERED OFFICE:

Two Marlborough Court

Watermead Business Park

Syston

Leicestershire

LE7 1AD

REGISTERED NUMBER:

08020218 (England and Wales)

AUDITORS:

RSM UK Audit LLP (Statutory Auditor)

Rivermead House

7 Lewis Court

Grove Park

Leicester

LE19 1SD

The directors present the strategic report for the year ended 30 June 2025.

REVIEW OF BUSINESS

The principal activity of the Group in the year under review was that of providing asset management services to the commercial and residential properties in the Group in addition to commercial property investment and development.

Group turnover fell marginally by 1.3% to £10.8m (2024: £10.9m). This represents rental income derived from the commercial property portfolio. The gross profit margin remained broadly consistent at 93% (2024: 95%) generating a gross profit of £10.0m (2024: £10.3m).

PRINCIPAL RISKS AND UNCERTAINTIES

Liquidity and cash flow risk

The liabilities of the Group are met thanks to financial support from its parent WA Capital Limited. WA Capital has indicated that it intends to continue to support its subsidiaries and has no intention of recalling inter company loans.

The commercial property portfolio of the Group cannot easily be liquidated.

The Group has borrowing secured on the commercial property portfolio. The loan is repayable on 30th June 2026.

Interest rate risk

The Group is financed through shareholders' equity, retained profits, shareholder loan and secured bank borrowings. The Group regularly reviews its exposure to interest rate fluctuations and takes steps to manage this with derivatives where it is considered pertinent.

Fluctuation in commercial property value

The Group purchases high quality assets and holds them for the long term. Temporary fluctuations do not impact the long term strategy.

Analysis of development and performance

Given the nature of the Group, the Directors are of the opinion that analysis using other KPIs aside from revenue, profitability and net assets are not necessary to understand the performance or position of the Group.

Future developments

The Group will continue to operate its core activities with a view of achieving its aim of maximising long term shareholder wealth.

Section 172(1) Statement

The directors' duties

The directors of the company, as for all UK companies, must act in accordance with the general duties set out in section 172(1) of the Companies Act 2006. This is summarised as follows:

A director must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have the regard (amongst other matters) to:

-The likely consequences of any decision in the long term,

-The interests of the company employees,

-The need to foster the company's business relationships with suppliers, customers and others,

-The impact of the company's operations on the community and the environment, the desirability of the company maintaining a reputation for high standards of business conduct, and,

-the need to act fairly as between members of the company.

Strategy

The directors are knowledgeable about the sectors they operate within and are able to react and make strategic decisions based on market conditions.

Employees

The group relies on its employees as vital contributors to interactions with various stakeholders, and their dedicated commitment is integral to the successful operation and growth of the business. Given the small team, each member is a key asset.

Community and environment

The group considers its impact on both community and the environment when making investment decisions.

Business relationships

The group has long standing relationships with its suppliers and advisors which it values.

Shareholders

The group aims to maximise shareholder wealth via its long term strategy.

Going concern

Notwithstanding the Group net current liabilities of £254,751,979 (2024: £148,992,494) and group net liabilities of £13,290,521 (2024: £24,344,924) at 30 June 2025, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The Directors have prepared forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the group and company will have sufficient funds through funding from its parent company, WA Capital, to meet its liabilities as they fall due in that period.

The forecasts prepared by the Directors are dependent on WA Capital Limited not seeking repayment of the amounts currently due to that company, which at 30 June 2025 amounted to £153,000,000. WA Capital Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it does not seek repayment of the amount owed to it at the balance sheet date, for the period covered by the forecasts or until the investment property is sold or other funding becomes available.

As with any company placing reliance on other group companies for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of the financial statements, they have no reason to believe that it will not do so.

The Company's bank loan (see notes 17 and 18 for details) was renewed on 30th June 2023 for a term of three years. The directors are confident that the loan facility will be renewed in 2026 on the basis that the group's ability to offer asset security is significantly in excess of facility requirements.

ON BEHALF OF THE BOARD:

Mr D L Wright - Director

12 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITIES

The principal activity of the Group in the year under review was that of providing asset management services to the commercial and residential properties in the Group in addition to commercial property investment and development.

The principal activity of the Company is a property holding company which also provides asset management services to commercial and residential properties.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2025 (2024: nil).

DIRECTORS

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

Sir W L Adderley

Mr D L Wright

Mr R S Clark

Miss A L Whitcher

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.

STRATEGIC REPORT

The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of a review of its principal risks, financial risk management, future developments and a review of its business.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditor, RSM UK Audit LLP, are deemed to be reappointed under Section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr D L Wright - Director

12 December 2025

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 they have elected to prepare group and parent company financial statements in accordance with applicable law and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (UK Generally Accepted Accounting Practice).

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 group and parent company 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 estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group or parent 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 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.

Opinion

We have audited the financial statements of Marlborough Property Co Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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's affairs as at 30 June 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;

- 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 group and parent company 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 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 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.

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 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 group and the parent company and their 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 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; 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 exemption from the requirement to prepare a strategic report or in preparing the directors' report.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 7, 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 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.

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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and inspecting correspondence with local tax authorities.

There are no significant laws and regulations that have an indirect impact on the financial statements given the entity does not operate in a highly regulated industry.

The group audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://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.

Gareth Jones (Senior Statutory Auditor)

for and on behalf of RSM UK Audit LLP (Statutory Auditor)

Rivermead House

7 Lewis Court

Grove Park

Leicester

LE19 1SD

12 December 2025

TURNOVER

3

10,782,444

10,926,612

Cost of sales

757,913

579,990

GROSS PROFIT

10,024,531

10,346,622

Administrative expenses

3,760,149

2,551,068

OPERATING PROFIT

6

6,264,382

7,795,554

Interest receivable and similar

income

7

49,568

91,322

6,313,950

7,886,876

Fair value adjustment on

investment property

14,043,331

(5,687,290

)

20,357,281

2,199,586

Interest payable and similar

expenses

8

7,612,096

9,988,165

PROFIT/(LOSS) BEFORE TAXATION

12,745,185

(7,788,579

)

Tax on profit/(loss)

9

1,690,782

132,099

PROFIT/(LOSS) FOR THE

FINANCIAL YEAR

11,054,403

(7,920,678

)

Profit/(loss) attributable to:

Owners of the parent

11,054,403

(7,920,678

)

PROFIT/(LOSS) FOR THE YEAR

11,054,403

(7,920,678

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

11,054,403

(7,920,678

)

Total comprehensive income attributable to:

Owners of the parent

11,054,403

(7,920,678

)

FIXED ASSETS

Tangible assets

12

2,296,212

2,376,217

Investments

13

-

Investment property

14

240,655,001

223,480,001

242,951,213

225,856,218

CURRENT ASSETS

Debtors

15

1,323,408

2,333,804

Cash at bank

12,268,979

1,714,305

13,592,387

4,048,109

CREDITORS

Amounts falling due within one year

16

(268,344,366

)

(153,040,603

)

NET CURRENT LIABILITIES

(254,751,979

)

(148,992,494

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(11,800,766

)

76,863,724

CREDITORS

Amounts falling due after more than

one year

17

-

(99,823,704

)

PROVISIONS FOR LIABILITIES

19

(1,489,755

)

(1,384,944

)

NET LIABILITIES

(13,290,521

)

(24,344,924

)

CAPITAL AND RESERVES

Called up share capital

20

100

Retained earnings

21

(13,290,621

)

(24,345,024

)

SHAREHOLDERS' FUNDS

(13,290,521

)

(24,344,924

)

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

Mr D L Wright - Director

FIXED ASSETS

Tangible assets

12

44,929

70,843

Investments

13

233,519,807

228,693,993

Investment property

14

-

233,564,736

228,764,836

CURRENT ASSETS

Debtors

15

620,213

1,275,511

Cash at bank

10,989,597

809,829

11,609,810

2,085,340

CREDITORS

Amounts falling due within one year

16

(263,304,497

)

(149,235,273

)

NET CURRENT LIABILITIES

(251,694,687

)

(147,149,933

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(18,129,951

)

81,614,903

CREDITORS

Amounts falling due after more than

one year

17

-

(99,823,704

)

PROVISIONS FOR LIABILITIES

19

(4,143

)

(11,225

)

NET LIABILITIES

(18,134,094

)

(18,220,026

)

CAPITAL AND RESERVES

Called up share capital

20

100

Retained earnings

(18,134,194

)

(18,220,126

)

SHAREHOLDERS' FUNDS

(18,134,094

)

(18,220,026

)

Company's profit/(loss) for the

financial year

85,932

(31,005,058

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2025 and were signed on its behalf by:

Mr D L Wright - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 July 2023

100

(16,424,346

)

(16,424,246

)

Changes in equity

Total comprehensive income

-

(7,920,678

)

(7,920,678

)

Balance at 30 June 2024

100

(24,345,024

)

(24,344,924

)

Changes in equity

Total comprehensive income

-

11,054,403

Balance at 30 June 2025

100

(13,290,621

)

(13,290,521

)

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 July 2023

100

12,784,932

12,785,032

Changes in equity

Total comprehensive income

-

(31,005,058

)

(31,005,058

)

Balance at 30 June 2024

100

(18,220,126

)

(18,220,026

)

Changes in equity

Total comprehensive income

-

85,932

Balance at 30 June 2025

100

(18,134,194

)

(18,134,094

)

Cash flows from operating activities

Cash generated from operations

1

6,162,026

8,215,897

Interest paid

(6,504,004

)

(10,808,267

)

Tax paid

(11,879

)

(21,574

)

Net cash from operating activities

(353,857

)

(2,613,944

)

Cash flows from investing activities

Purchase of tangible fixed assets

(9,368

)

(8,602

)

Purchase of investment property

(3,131,669

)

(712,290

)

Interest received

49,568

91,322

Net cash from investing activities

(3,091,469

)

(629,570

)

Cash flows from financing activities

New loans in year

10,000,000

-

Loan repayments in year

-

(6,000,000

)

Advance on intercompany loans

7,500,000

-

Repayments of intercompany loans

(3,500,000

)

-

(116,690

)

Net cash from financing activities

14,000,000

(6,116,690

)

Increase/(decrease) in cash and cash equivalents

10,554,674

(9,360,204

)

Cash and cash equivalents at

beginning of year

2

1,714,305

11,074,509

Cash and cash equivalents at end

of year

2

12,268,979

1,714,305

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

30/6/25

30/6/24

£

Profit/(loss) before taxation

12,745,185

(7,788,579

)

Depreciation charges

89,373

87,310

(Gain)/loss on revaluation of fixed assets

(14,043,331

)

5,687,290

Finance costs

7,612,096

9,988,165

Finance income

(49,568

)

(91,322

)

6,353,755

7,882,864

Decrease/(increase) in trade and other debtors

78,600

(88,697

)

(Decrease)/increase in trade and other creditors

(270,329

)

421,730

Cash generated from operations

6,162,026

8,215,897

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 30 June 2025

30/6/25

1/7/24

£

Cash and cash equivalents

12,268,979

1,714,305

Year ended 30 June 2024

30/6/24

1/7/23

£

Cash and cash equivalents

1,714,305

11,074,509

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1/7/24

Cash flow

changes

At 30/6/25

£

Net cash

Cash at bank

1,714,305

10,554,674

12,268,979

1,714,305

10,554,674

12,268,979

Debt

Debts falling due

within 1 year

-

(109,823,704

)

(176,296

)

(110,000,000

)

Debts falling due

after 1 year

(99,823,704

)

99,823,704

-

(99,823,704

)

(10,000,000

)

(176,296

)

(110,000,000

)

Total

(98,109,399

)

554,674

(176,296

)

(97,731,021

)

1.	STATUTORY INFORMATION

Marlborough Property Co Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with FRS102 "The Financial Reporting Standad applicable in the UK and Republic of Ireland". Including the adoption of the amendments issued in December 2019, ("FRS102") and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value.

Basis of consolidation

The Group consists of Marlborough Property Company Limited and all of its subsidiaries.

The Company's and the Group's principal activities and nature of its operations are disclosed in the Directors' Report.

The consolidated financial statements incorporate those of Marlborough Property Company Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Going concern

Notwithstanding the Group net current liabilities of £254,751,979 (2024: £148,992,494) and group net liabilities of £13,290,521 (2024: £24,344,924) at 30 June 2025, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The Directors have prepared forecasts for a period of 12 months from the date of approval of these financial statements which indicate that the group and company will have sufficient funds through funding from its parent company, WA Capital, to meet its liabilities as they fall due in that period.

The forecasts prepared by the Directors are dependent on WA Capital Limited not seeking repayment of the amounts currently due to that company, which at 30 June 2025 amounted to £153,000,000. WA Capital Limited has indicated its intention to continue to make available such funds as are needed by the company, and that it does not seek repayment of the amount owed to it at the balance sheet date, for the period covered by the forecasts or until the investment property is sold or other funding becomes available.

As with any company placing reliance on other group companies for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of the financial statements, they have no reason to believe that it will not do so.

The Company's bank loan (see notes 17 and 18 for details) was renewed on 30th June 2023 for a term of three years. The Directors are confident that the loan facility will be renewed in 2026 on the basis that the Group's ability to offer asset security is significantly in excess of facility requirements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parentof that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group.

The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues': Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 'Related Party Disclosures': Compensation for key management personnel.

The financial statements of the company are consolidated into these financial statements.

Significant judgements and estimates

The Directors are continually evaluating estimates and judgements based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities of the Group and Company are as follows:

Valuation of investment properties

The fair value of investment properties is based on valuation reports performed by external third parties, the key inputs to the valuation are conditions of the property, local market conditions and the wider economic environment.

Impairment of investments

The carrying value of investments is based on value in use which requires estimates in respect of the future cashflows and an appropriate discount rate. The key inputs to the value in use calculations are the discount rate and the future earnings growth. See note 13 for the carrying value of investments.

Critical accounting judgements and key sources of estimation uncertainty

Recoverability of loans to group undertakings

Management are required to make judgements regarding the classification of Amounts Owed by Group Undertakings, determined by reference to the facts in each case. Loans that are in the nature of current accounts and loans that are made on the clear understanding that they will be repaid within a relatively short period of time, should be treated as current assets, within debtors amounts falling due within one year. Where loans are used to meet the capital requirements of the borrower, they are in effect investments intended for use on a continuing basis and as such should be classified as fixed assets.

Loans to group undertakings are stated at recoverable amounts, after appropriate provision for any impairment. The value of impairment requires judgement from the management team, based on estimates of the likely future cashflows of the debtor in question. At 30 June 2025 the carrying value of amounts owed by group undertakings was £232,232,089 (2024: £227,406,275).

Turnover

Turnover represents rental income receivable on assets leased under operating leases on a straight-line basis over the term of the lease. It is measured at the fair value of the consideration received or receivable, excluding value added tax.

Tangible fixed assets

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

Freehold property

-

2% on cost

Fixtures and fittings

-

25% on cost

Computer equipment

-

25% on cost

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.

An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Investments

In the separate accounts of the company, interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

The investments are assessed for impairment at each reporting date and any impairment losses orreversals of impairment losses are recognised immediately in profit or loss.

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

Investment property

Investment property, which is property held to earn rental income and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently, it is measured at fair value at the reporting end date. Changes in fair value are recognised in the profit and loss. For the property adopting the fair value method, no depreciation is provided.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument.

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 and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies, 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. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled, or they expire.

Derivative instruments

Derivatives include interest rate caps which are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Equity instruments

Equity instruments issued by the Group are recorded at the fair value of proceeds received, net of transaction costs.

Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the consolidated profit and loss account, 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.

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

3.

TURNOVER

The whole of the turnover is attributable to the principal activities of the Group. All turnover is generated from activities carried out within the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

The Company has one legal employee/Director (2024: one), and three other statutory Directors (2024: 3).

5.	DIRECTORS' EMOLUMENTS

The number of Directors remunerated out of Marlborough Property Co Ltd is one (2024: one). The total Directors' remuneration is £166,074 (2024: £158,250 ) and £6,759 pension costs (2024: £6,563).

Two of the other Directors are remunerated by the ultimate parent Company, WA Capital Limited. The remaining Director is not remunerated.

6.	OPERATING PROFIT

The operating profit is stated after charging:

30/6/25

30/6/24

£

Depreciation - owned assets

89,373

87,310

Auditors' remuneration

113,000

87,925

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

30/6/25

30/6/24

£

Bank interest received

49,568

91,322

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

30/6/25

30/6/24

£

Bank loan interest

6,504,004

6,601,268

Refinancing costs

176,296

Net loss on financial assets measured

at fair value through profit and loss

931,796

3,210,601

7,612,096

9,988,165

9.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

30/6/25

30/6/24

£

Current tax:

UK corporation tax

1,585,971

11,944

Deferred tax

104,811

120,155

Tax on profit/(loss)

1,690,782

132,099

Reconciliation of total tax charge included in profit and loss

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

30/6/25

30/6/24

£

Profit/(loss) before tax

12,745,185

(7,788,579

)

Profit/(loss) multiplied by the standard rate of corporation tax

in the UK of 25 % (2024 - 25 %)

3,186,296

(1,947,145

)

Effects of:

Expenses not deductible for tax purposes

2,161,564

1,771,675

Income not taxable for tax purposes

-

(117,125

)

Adjustments to tax charge in respect of previous periods

(311

)

29

Group Relief

(214,011

)

(962,973

)

Property Revaluations

(3,510,833

)

1,421,823

Loss b/f

(68,076

)

(34,185

)

Gains transferred intragroup

136,153

-

Total tax charge

1,690,782

132,099

10.	INDIVIDUAL INCOME STATEMENT

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

11.	AUDITORS REMUNERATION

Auditor's remuneration has been recognised as £113,000 (2024: £87,925) in the company's accounts. £91,000 of this fee relates to the audit of the 30 June 2025 accounts with the remaining amount being fees relating to the 30 June 2024 accounts. This fee includes the fees in relation to the subsidiaries of the company who have not recognised audit fees for the year ended 30 June 2025.

12.	TANGIBLE FIXED ASSETS

Group

Fixtures

Freehold

and

Computer

property

fittings

equipment

Totals

£

COST

At 1 July 2024

2,740,493

387,336

88,199

3,216,028

Additions

-

6,536

2,832

9,368

Reclassification/transfer

-

(3,474

)

3,474

-

At 30 June 2025

2,740,493

390,398

94,505

3,225,396

DEPRECIATION

At 1 July 2024

438,479

340,432

60,900

839,811

Charge for year

54,810

21,105

13,458

89,373

Reclassification/transfer

-

(145

)

145

-

At 30 June 2025

493,289

361,392

74,503

929,184

NET BOOK VALUE

At 30 June 2025

2,247,204

29,006

20,002

2,296,212

At 30 June 2024

2,302,014

46,904

27,299

2,376,217

Company

Fixtures

and

Computer

fittings

equipment

Totals

£

COST

At 1 July 2024

237,114

88,199

325,313

Additions

4,647

2,832

7,479

Reclassification/transfer

(3,474

)

3,474

-

At 30 June 2025

238,287

94,505

332,792

DEPRECIATION

At 1 July 2024

193,570

60,900

254,470

Charge for year

19,935

13,458

33,393

Reclassification/transfer

(145

)

145

-

At 30 June 2025

213,360

74,503

287,863

NET BOOK VALUE

At 30 June 2025

24,927

20,002

44,929

At 30 June 2024

43,544

27,299

70,843

13.	FIXED ASSET INVESTMENTS

Company

30/6/25

30/6/24

£

Shares in group undertakings

1,287,718

Loans to Group Undertakings

232,232,089

227,406,275

233,519,807

228,693,993

Additional information is as follows:

Company

Shares in

group

undertakings

£

COST

At 1 July 2024

and 30 June 2025

1,287,718

NET BOOK VALUE

At 30 June 2025

1,287,718

At 30 June 2024

1,287,718

Investments (neither listed nor unlisted) were as follows:

30/6/25

30/6/24

£

Cost b/f

227,406,275

256,315,000

Additions

11,270,063

6,324,886

Repayments

(6,444,249

)

(4,001,156

)

Impairments

-

(31,232,455

)

232,232,089

227,406,275

The company owns 100% of the issued share capital of the companies listed below:

Marlborough Property (Watermead) Limited

Marlborough Property (Colmore Row) Limited

Marlborough Property (Staines) Limited

Marlborough Property (Water Court) Limited

Marlborough Property (NBS 169) Limited

Marlborough Property (Douglas) Limited

Marlborough Property (Putney One) Limited

Marlborough Property (Putney Two) Limited

Marlborough Property (Camden) Limited

Marlborough Property (Chiswick) Limited

Marlborough Property (Clapham) Limited

Marlborough Property (Eltham) Limited

Marlborough Property (Kilburn) Limited

Marlborough Property (Pinner) Limited

Marlborough Property (Putney) Limited

Marlborough Property (Whetstone) Limited

Marlborough Propery (Harley Street) Limited

The registered office for all companies listed above is; Two Marlborough Court, Watermead Business Park, Syston, Leicestershire, LE7 1AD.

14.	INVESTMENT PROPERTY

Group

Total

£

FAIR VALUE

At 1 July 2024

223,480,001

Additions

3,131,669

Fair value adjustment of investment

property

14,043,331

At 30 June 2025

240,655,001

NET BOOK VALUE

At 30 June 2025

240,655,001

At 30 June 2024

223,480,001

Fair value at 30 June 2025 is represented by:

£

Cost

282,317,966

Fair value adjustment in 2017

8,894,511

Fair value adjustment in 2019

(769,000

)

Fair value adjustment in 2020

(3,512,953

)

Fair value adjustment in 2021

(8,194,000

)

Fair value adjustment in 2022

(1,860,000

)

Fair value adjustment in 2023

(44,577,564

)

Fair value adjustment in 2024

(5,687,290

)

Fair value adjustment in 2025

14,043,331

240,655,001

If the investment property was stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:

30/06/25

30/06/24

£

Cost

282,317,966

279,186,297

The investment property was valued on 30th June 2025 by the Directors who are knowledgeable on the UK property market and utilise professional guidance where considered necessary.

The property was valued on an investment method basis by comparing the current passing rent and market rent for the property capitalised at an appropriate yield. The yield was derived from transactions over other similar properties for which price information was available. This rate was then adjusted to reflect differences in age, size, condition, location and any other factors considered relevant.

15.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

30/6/25

30/6/24

30/6/25

30/6/24

£

Trade debtors

108,987

303,970

-

Derivative

64,603

996,399

64,603

996,399

Other debtors

174,424

-

VAT

-

245,605

-

Prepayments and accrued income

975,394

1,033,435

310,005

279,112

1,323,408

2,333,804

620,213

1,275,511

The company recharges the interest it pays on its bank loan to its subsidiary companies on a proportional basis, based on the subsidiaries property valuation.

16.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

30/6/25

30/6/24

30/6/25

30/6/24

£

Bank loans and overdrafts (see note 18)

110,000,000

-

110,000,000

-

Trade creditors

504,862

575,991

140,371

62,295

Amounts owed to group undertakings

153,000,000

149,000,829

153,000,100

149,000,929

Corporation tax

1,586,283

12,191

38,362

-

VAT

64,532

333,333

-

51,618

Other creditors

571,752

476,460

-

Accruals and deferred income

2,616,937

2,641,799

125,664

120,431

268,344,366

153,040,603

263,304,497

149,235,273

The Company has loans from its parent, WA Capital Limited which are repayable on demand.

17.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN

ONE YEAR

Group

Company

30/6/25

30/6/24

30/6/25

30/6/24

£

Bank loans (see note 18)

-

99,823,704

-

99,823,704

The three year bank loan which was renewed on 30th June 2023, is an interest only facility which is secured on properties held in its subsidiary undertakings. Interest is charged quarterly at 2.25% above 3 month SONIA.

18.

LOANS

An analysis of the maturity of loans is given below:

Group

Company

30/6/25

30/6/24

30/6/25

30/6/24

£

Amounts falling due within one year

or on demand:

Bank loans

110,000,000

-

110,000,000

-

Amounts falling due between two

and five years:

Bank loans - 2-5 years

-

99,823,704

-

99,823,704

19.	PROVISIONS FOR LIABILITIES

Group

Company

30/6/25

30/6/24

30/6/25

30/6/24

£

Deferred tax

Accelerated capital allowances

1,489,755

1,384,944

4,143

11,225

Group

Deferred tax

£

Balance at 1 July 2024

1,384,944

Charge to profit & loss

104,811

Balance at 30 June 2025

1,489,755

Company

Deferred tax

£

Balance at 1 July 2024

11,225

Credit to profit & loss

(7,082

)

Balance at 30 June 2025

4,143

Company

The deferred tax liability of £4,143 (2024: £11,225) relates to accelerated capital allowances.

20.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30/6/25

30/6/24

value:

£

100

Ordinary

£1

100

All Ordinary shares have full voting rights.

21.

RESERVES

Profit and loss reserves of the Group and Company represent cumulative profit and loss, net of distributions to owners.

22.	PARENT COMPANY

The immediate parent company and the ultimate parent undertaking is WA Capital Ltd, a company incorporated in England and Wales with registered address of Two Marlborough Court, Watermead Business Park, Syston, Leicestershire LE7 1AD.

Transactions between the company and wholly owned subsidiaries are exempt from disclosure.

See note 5 for disclosure of the Director's Remuneration.

The smallest group is that headed by Marlborough Property Co Limited and the largest group is WA Capital Limited. The consolidated financial statements of WA Capital Limited are available from its registered office, Two Marlborough Court, Watermead Business Park, Syston, Leicestershire, LE7 1AD.

The company's ultimate controlling party is Sir W L Adderley, the principle shareholder of WA Capital Ltd.