Company registration number 06701845 (England and Wales)
CAUDWELL PROPERTIES (102) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
CAUDWELL PROPERTIES (102) LTD
COMPANY INFORMATION
Directors
Mr R Bosson
Mr Michael Fenton
(Appointed 9 January 2025)
Company number
06701845
Registered office
Coach House, Broughton Hall
Broughton
Nr. Eccleshall
Staffordshire
ST21 6NS
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
CAUDWELL PROPERTIES (102) LTD
CONTENTS
Page
Directors' responsibilities statement
1
Directors' report
2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Notes to the financial statements
9 - 12
CAUDWELL PROPERTIES (102) LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

- 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.

CAUDWELL PROPERTIES (102) LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company continued to be that of holding Investment Property.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R Bosson
Mr J Caudwell
(Resigned 9 January 2025)
Mr Michael Fenton
(Appointed 9 January 2025)
Auditor

DJH Audit Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr R Bosson
Director
20 March 2026
CAUDWELL PROPERTIES (102) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CAUDWELL PROPERTIES (102) LTD
- 3 -
Opinion

We have audited the financial statements of Caudwell Properties (102) Ltd (the 'company') for the year ended 30 September 2025 which comprise the statement of comprehensive income, the balance sheet 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s 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 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.

CAUDWELL PROPERTIES (102) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CAUDWELL PROPERTIES (102) LTD
- 4 -

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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

CAUDWELL PROPERTIES (102) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CAUDWELL PROPERTIES (102) LTD
- 5 -

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;

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

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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 relationships;

- tested journal entries to identify unusual transactions; and

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

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;

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

- reviewing correspondence with HMRC and the company’s legal advisors.

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 is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

CAUDWELL PROPERTIES (102) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CAUDWELL PROPERTIES (102) LTD
- 6 -

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Stacey Parr (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited
24 March 2026
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
CAUDWELL PROPERTIES (102) LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 7 -
2025
2024
Notes
£
£
Administrative expenses
(230,749)
(279,612)
Other interest receivable and similar income
1,317
1,182
Fair value gains / (losses) on Investment Property
4
450,000
(1,395,924)
Profit/(loss) before taxation
220,568
(1,674,354)
Tax on profit/(loss)
-
0
-
0
Profit/(loss) for the financial year
220,568
(1,674,354)
CAUDWELL PROPERTIES (102) LTD
BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investment properties
4
15,820,000
15,370,000
Current assets
Debtors
5
19,894
24,748
Cash at bank and in hand
25,045
19,338
44,939
44,086
Creditors: amounts falling due within one year
6
(19,605,720)
(19,375,435)
Net current liabilities
(19,560,781)
(19,331,349)
Net liabilities
(3,740,781)
(3,961,349)
Capital and reserves
Called up share capital
7
100
100
Non-distributable fair value reserve
8
(5,496,994)
(5,946,994)
Distributable profit and loss reserves
1,756,113
1,985,545
Total equity
(3,740,781)
(3,961,349)

These 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 20 March 2026 and are signed on its behalf by:
Mr R Bosson
Director
Company Registration No. 06701845
CAUDWELL PROPERTIES (102) LTD
BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2025
30 September 2025
- 9 -
1
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgement including estimates ha s the most significant effect on amounts recognised in the financial statements.

Valuation of investment property

The directors use the market opinion of qualified, external valuers when valuing investment property.

2
Accounting policies
Company information

Caudwell Properties (102) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Coach House, Broughton Hall, Broughton, Nr. Eccleshall, Staffordshire, ST21 6NS.

2.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

2.2
Going concern

The accounts have been prepared on a going concern basis in spite of the net current liability and net liability position at the balance sheet date. Having carried out a detailed review of the company’s resources and the challenges presented by the current economic climate, the directors are satisfied that the company has sufficient cash flows to meet its liabilities as they fall due for a period of at least one year from the date of approval of the accounts. This is however dependant on group companies not seeking repayment of the amounts due to them in this period; intercompany loans are repayable, in whole or in part, when the company determines that it has cash which it considers will not be required to meet its liabilities. The ultimate controlling party has indicated his intention to continue to make available such funds as are needed by the company to meet its liabilities as they fall due, and that no companies under his control will seek repayment of the amounts owed to them, for a period of not less than one year from the date that these financial statements are approved or until sufficient funding for the repayment of the debts becomes available.true

As with any company placing reliance on its ultimate controlling party 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.

CAUDWELL PROPERTIES (102) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2
Accounting policies
(Continued)
- 10 -
2.3
Investment properties

Investment property, which is property held to earn rentals 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 a t the reporting end date. Changes in fair value are recognised in profit or loss.

2.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets 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.

2.5
Financial instruments
Basic financial assets

Basic financial assets, which include 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.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and 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 paymen ts 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. A m ounts 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.

2.6
Equity instruments

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

2.7
Employee benefits

The company has no direct employees, staff costs are recharged from the parent company on an apportionment basis.

2.8
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

CAUDWELL PROPERTIES (102) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
3
Employees

The average monthly number of persons employed by the company during the year was:

2025
2024
Number
Number
Total
-
0
-
0

The company does not have any direct employees, costs are recharged from the immediate parent company Caudwell Ltd on an apportionment basis.

The two directors are not employed by the company under contracts of service so are not included in the above table. They received no remuneration for their services.

4
Investment property
2025
£
Fair value
At 1 October 2024
15,370,000
Revaluations
450,000
At 30 September 2025
15,820,000

The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors of the company. The valuation was made on an open market value for existing use basis.

5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
19,894
24,748
6
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts due to group undertakings
19,539,194
19,338,542
Trade creditors
66,526
36,893
19,605,720
19,375,435
CAUDWELL PROPERTIES (102) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100
100
100
100

The company has one class of ordinary shares which carry no right to fixed income.

8
Non-distributable fair value reserve
2025
2024
£
£
At the beginning of the year
(5,946,994)
(4,551,070)
Revaluation of Investment Property
450,000
(1,395,924)
At the end of the year
(5,496,994)
(5,946,994)

The non distributable fair value reserve relates to accumulated revaluations on Investment Property.

9
Financial commitments, guarantees and contingent liabilities

Caudwell Properties (102) Limited has guaranteed a £4m bank loan with Handelsbanken UK that sits within its fellow subsidiary, Caudwell Properties (101) Limited.

10
Related party transactions

The company has taken advantage of the exemption under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities where the relationship is one of being wholly owned.

11
Parent company

The immediate parent company is Caudwell Ltd, registered in England. The ultimate parent company is Broughton Holdings Limited. Consolidated accounts are available for Broughton Holdings Limited from Companies House. Broughton Holdings Limited's registered office is Coach House, Broughton Hall, Broughton, nr Eccleshall, Staffordshire, ST21 6NS.

The ultimate controlling party is John Caudwell.

Broughton Holdings Limited is the parent of the smallest and largest group for which consolidated accounts including Caudwell Properties (102) Ltd are prepared.

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