REGISTERED NUMBER: 15457964 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

31 JANUARY 2024 TO 31 DECEMBER 2024

FOR

FC100 LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Profit or Loss

10

Statement of Profit or Loss and Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

16

DIRECTORS:

Mr A B M Archer

Mr D R Cavanagh

Mr A Galambos

Mr M Hamilton

Mr M Hoenigsmann

Mr N Weigand

REGISTERED OFFICE:

33 Welbeck Street

London

W1G 8EX

REGISTERED NUMBER:

15457964 (England and Wales)

AUDITORS:

Xeinadin Audit Limited Chartered Accountants

Statutory Auditor

8th Floor, Becket House

36 Old Jewry

London

EC2R 8DD

The directors present their strategic report for the period 31 January 2024 to 31 December 2024.

REVIEW OF BUSINESS

FC100 Limited was incorporated on 31 January 2024 and is in the early stages of its property development activities. The principal activity of the company during the period was the acquisition of a property which is being held as inventory pending future refurbishment.

As the company is in its initial phase of operations, it did not generate any revenue during the period. The company incurred an operating loss of £1,882,092, primarily reflecting finance costs and establishment expenses associated with the acquisition and holding of the property. At 31 December 2024, the company held inventories of £23,310,737 representing the cost of the property acquired, which is financed largely through external borrowings.

The directors consider that this performance is consistent with the company's current stage of development and strategic objectives.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties affecting the company include:

- Planning risk - the company's future plans are dependent on obtaining the necessary planning permissions for refurbishment works.

- Construction and development risk - the cost and timing of future refurbishment works may be subject to uncertainty.

- Property market risk - future property values and demand may fluctuate, which could impact the eventual return on the investment.

- Financing risk - the company is reliant on external borrowing, and changes in financing terms or availability could affect future plans. Changes in financing terms, lender requirements, or the availability of funding could impact the company's ability to carry out its planned refurbishment works.

The directors continue to monitor these risks and will take appropriate action to mitigate them where possible.

SECTION 172(1) STATEMENT

The directors consider that they have acted in a way that 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, having regard to the matters set out in section 172(1) of the Companies Act 2006.

In reaching their decisions during the period, the directors have focused on the company's long-term strategy of acquiring and preparing a property for future refurbishment and sale, including securing appropriate financing and progressing planning matters. The company had no employees during the period.

The directors have sought to maintain constructive relationships with lenders, professional advisers and other key stakeholders, and to operate in compliance with applicable laws and regulations. They have also considered the potential future impact of the company's activities on the local community and environment.

The directors have acted fairly between members of the company and in the best interests of the company as a whole.

KEY PERFORMANCE INDICATORS

Given the company's current stage of development and the absence of trading activity during the period, the directors did not consider it appropriate to monitor or report on financial KPIs at this time. This will be kept under review as the company's activities progress.

FUTURE DEVELOPMENTS

The directors' current plans are to obtain the necessary planning permissions for the property and to undertake refurbishment works. Following completion of the works, the directors will consider whether to rent the property or dispose of it, depending on market conditions and the best interests of the company and its shareholders.

EMPLOYEES

The company had no employees during the period and therefore there were no employee-related matters to report. This will be reviewed as the company's activities develop.

ON BEHALF OF THE BOARD:

Mr D R Cavanagh - Director

16 January 2026

The directors present their report with the financial statements of the company for the period 31 January 2024 to 31 December 2024.

INCORPORATION

The company was incorporated on 31 January 2024 and commenced trading on 27 March 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of property development.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2024.

DIRECTORS

The directors who have held office during the period from 31 January 2024 to the date of this report are as follows:

Mr A B M Archer - appointed 29 February 2024

Mr D R Cavanagh - appointed 31 January 2024

Mr A Galambos - appointed 19 April 2024

Mr M Hamilton - appointed 19 April 2024

Mr M Hoenigsmann - appointed 19 April 2024

Mr N Weigand - appointed 19 April 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state that the financial statements comply with IFRS;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

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 company'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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr D R Cavanagh - Director

16 January 2026

Opinion

We have audited the financial statements of FC100 Limited (the 'company') for the period ended 31 December 2024 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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:

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

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment, health and safety legislation.

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where necessary.

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

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

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected transactions;

- tested the appropriateness of journal entries;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Mr Suda Ratnam FCCA (Senior Statutory Auditor) (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited Chartered Accountants

Statutory Auditor

8th Floor, Becket House

36 Old Jewry

London

EC2R 8DD

16 January 2026

CONTINUING OPERATIONS

Revenue

-

Administrative expenses

(521,354

)

OPERATING LOSS

(521,354

)

Finance costs

5

(1,430,752

)

Finance income

5

70,014

LOSS BEFORE INCOME TAX

6

(1,882,092

)

Income tax

7

-

LOSS FOR THE PERIOD

(1,882,092

)

LOSS FOR THE PERIOD

(1,882,092

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(1,882,092

)

ASSETS

CURRENT ASSETS

Inventories

8

23,310,737

Trade and other receivables

9

132,217

Cash and cash equivalents

10

415,792

23,858,746

TOTAL ASSETS

23,858,746

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

11

10,501

Retained earnings

12

(1,882,092

)

TOTAL EQUITY

(1,871,591

)

LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrow

Interest bearing loans and borrowings

14

18,165,260

CURRENT LIABILITIES

Trade and other payables

13

220,026

Financial liabilities - borrow

Interest bearing loans and borrowings

14

7,345,051

7,565,077

TOTAL LIABILITIES

25,730,337

TOTAL EQUITY AND LIABILITIES

23,858,746

The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2026 and were signed on its behalf by:

Mr D R Cavanagh - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

10,501

-

10,501

Total comprehensive income

-

(1,882,092

)

(1,882,092

)

Balance at 31 December 2024

10,501

(1,882,092

)

(1,871,591

)

Cash flows from operating activities

Cash generated from operations

1

(23,744,282

)

Interest paid

(1,430,752

)

Net cash from operating activities

(25,175,034

)

Cash flows from investing activities

Interest received

70,014

Net cash from investing activities

70,014

Cash flows from financing activities

New loans in year

25,510,311

Share issue

10,501

Net cash from financing activities

25,520,812

Increase in cash and cash equivalents

415,792

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

415,792

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

£

Loss before income tax

(1,882,092

)

Finance costs

1,430,752

Finance income

(70,014

)

(521,354

)

Increase in inventories

(23,310,737

)

Increase in trade and other receivables

(132,217

)

Increase in trade and other payables

220,026

Cash generated from operations

(23,744,282

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 December 2024

31.12.24

31.1.24

£

£

Cash and cash equivalents

415,792

-

1.	STATUTORY INFORMATION

FC100 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

The directors have assessed whether the use of the going concern assumption is appropriate in preparing these accounts. The directors have made this assessment in respect to a period of one year from the date of approval of these accounts.

The directors have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors are of the opinion that the company will have sufficient resources to meet its liabilities as they fall due.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Inventories

Property that is held with the intention of selling is included in inventories. Inventories are valued at the lower of cost, including associated costs and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Financial instruments

Basic financial assets, including trade and other receivables and 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.

Basic financial liabilities, including trade and other payables that are classified as debt, 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.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the company's accounting policies, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The items in the financial statements where these judgements and estimates have been made include:

- the classification of property held as inventory, which requires judgement in determining that the property is not held to earn rental income in its current condition and is therefore accounted for as inventory rather than investment property; and

- the valuation of property held as inventory, which requires estimation in determining net realisable value, including assumptions regarding future selling prices, development costs to complete and costs to sell.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

£

Directors' remuneration

-

5.	NET FINANCE COSTS

£

Finance income:

Deposit account interest

70,014

Finance costs:

Other loan interest

1,430,752

Net finance costs

1,360,738

6.	LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:

£

Auditors' remuneration

12,000

7.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the period.

8.	INVENTORIES

£

Stock of property

23,310,737

9.	TRADE AND OTHER RECEIVABLES

£

Current:

Other debtors

65,382

VAT

22,850

Prepayments and accrued income

43,985

132,217

10.	CASH AND CASH EQUIVALENTS

£

Bank accounts

415,792

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominalvalue:

£

600,000

A Ordinary

£0.01

6,000

300,000

B Ordinary

£0.01

3,000

100

C Ordinary

£0.01

1

100,000

D Ordinary

£0.01

1,000

50,000

E Ordinary

£0.01

500

10,501

12.

RESERVES

Retained

earnings

£

Deficit for the period

(1,882,092

)

At 31 December 2024

(1,882,092

)

13.	TRADE AND OTHER PAYABLES

£

Current:

Trade creditors

74,658

Accrued expenses

145,368

220,026

14.	FINANCIAL LIABILITIES - BORROW

£

Current:

Other loans

7,345,051

Non-current:

Other loans

18,165,260

Terms and debt repayment schedule

1 year or

More than

less

5 years

Totals

£

£

£

Other loans

7,345,051

18,165,260

25,510,311

Other loans are secured by way of fixed and floating charges, which covers all the property and any undertaking of the company. The loans also contain a negative pledge on the property held by the company.

Other loans amounting to £7,345,051 are interest-free and repayable on demand.

15.	RELATED PARTY DISCLOSURES

Management fees amounting to £173,881 were paid in the period to 31 December 2024 to a company that is controlled by common directors.