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REGISTERED NUMBER: 12435764 (England and Wales)

| UNAUDITED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2024 |

| FOR |

| HUMAN + NATURE (LEWES) LIMITED |

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| HUMAN + NATURE (LEWES) LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2024

| DIRECTORS: | J P Smales

| M A Manolson

| REGISTERED OFFICE: | Phoenix House

| 32-33 North Street

| Lewes

| East Sussex

| BN7 2QJ

| REGISTERED NUMBER: | 12435764 (England and Wales)

| ACCOUNTANTS: | Galloways Accounting (Hove) Limited

| 15 West Street

| Brighton

| East Sussex

| BN1 2RL

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

BALANCE SHEET

31 DECEMBER 2024

| 2024 |  | 2023

| Notes | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 15,802 |  | 21,069 |  |

CURRENT ASSETS

Stocks | 5 | 34,700,108 |  | 30,247,674 |  |

Debtors | 6 | 781 |  | 17,629 |  |

34,700,889 |  | 30,265,303 |  |

CREDITORS

Amounts falling due within one year | 7 | (22,152,357 | ) | (6,369,077 | ) |

NET CURRENT ASSETS | 12,548,532 |  | 23,896,226 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 12,564,334 |  | 23,917,295 |  |

CREDITORS

Amounts falling due after more than one year | 8 | - |  | (11,275,687 | ) |

NET ASSETS | 12,564,334 |  | 12,641,608 |  |

CAPITAL AND RESERVES

Called up share capital | 10 | 100 |  | 100 |  |

Share premium | 12,999,961 |  | 12,999,961 |  |

Retained earnings | (435,727 | ) | (358,453 | ) |

SHAREHOLDERS' FUNDS | 12,564,334 |  | 12,641,608 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

J P Smales - Director

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. | STATUTORY INFORMATION

| Human + Nature (Lewes) 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 preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Going concern

| The company's primary activity is the re-development of the Phoenix Industrial Estate, a brownfield site in Lewes. The nature of a long-term development of this size and complexity is that funding is secured in stages as the project progresses.

| Funding to date has been by a secured corporate loan, investor debt and investor equity. This has paid for the land and planning, site management, and project delivery preparation costs to date. The future income stream of the company and debt repayment is achievable by the build-out of the development according to the scheme masterplan as submitted which at the signing of the Balance sheet date held a Resolution to Grant from the planning committee of the South Down National Park (SDNP).

| We draw your attention to the uncertainty of the financial position of the company. This is principally due to a significantly longer than anticipated planning process that has resulted in spending on the project to date in excess of initial expectations. Since the balance sheet date loans from shareholders have continued to support the business as follows:

| January 2025 |  | £245,000 |  |

| July 2025 |  | £95,000 |  |

| February 2026 |  | £110,000 |  |

| In addition, costs have been dramatically reduced in line with site income as we await the issuance of the final consent.

| At the date of signing the balance sheet there remains some uncertainty as to whether funding will be available for the next 12 months.

| The Company recently concluded lengthy negotiations with its corporate lender and the Lewes District Council to enable the Council to purchase the Company's land at North Street Quarter and for the proceeds of the sale to be used to repay c. 80% of the corporate loan outstanding, the release of the lender's charge on the land, and a new loan term for the remaining balance. The commercial arrangement with the Council includes the immediate lease back of the site and the option to buy back the land.

| Discussions with a third-party established investor/developer are also in the final stages and at the time of the Balance Sheet signing are advancing to contract to establish of a Joint Venture and provide an injection of new equity to enable the project to proceed.

| Not underestimating the above, the directors believe the business is a going concern, subject to short-term funding continuing to be made available and the joint venture being established on the basis of the terms that have been agreed in principle.

| Turnover

| Turnover represents rent on properties held on the development land and is recognised evenly over the rental period. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

| Plant and machinery | - | 25% on cost

| Computer equipment | - | 25% on cost

| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

| Stocks

| Stock comprises property held for long-term development.

| Stock is initially held at purchase price and subsequently measured at purchase price plus the cost of development.

| The directors review the stock holding annually to consider impairment. This is to ensure that stock is measured at the lower of cost and net realisable value less cost to sell.

| The company has adopted a policy of capitalising borrowing costs that are directly attributable to the acquisition and construction of the building development. Directly attributable borrowing costs are those costs that would have been avoided if the expenditure on the qualifying asset had not been made.

| Capitalisation of the borrowing costs cease when substantially all the activities necessary to prepare the qualifying asset for its intended use are complete.

| Financial instruments

| A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

| Recognition of financial instruments

| Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost less any impairment.

| Derecognition of financial instruments

| Financial instruments are derecognised only when the contractual rights to the cash flows from the instrument expire, are settled, or transferred.

| 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 company.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

2. | ACCOUNTING POLICIES - continued

| 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.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was NIL (2023 - NIL).

4. | TANGIBLE FIXED ASSETS

| Plant and |  | Computer |

| machinery |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 January 2024

| and 31 December 2024 | 6,906 |  | 21,038 |  | 27,944 |  |

| DEPRECIATION

| At 1 January 2024 | 1,727 |  | 5,148 |  | 6,875 |  |

| Charge for year | - |  | 5,267 |  | 5,267 |  |

| At 31 December 2024 | 1,727 |  | 10,415 |  | 12,142 |  |

| NET BOOK VALUE

| At 31 December 2024 | 5,179 |  | 10,623 |  | 15,802 |  |

| At 31 December 2023 | 5,179 |  | 15,890 |  | 21,069 |  |

5. | STOCKS

2024 | 2023 |

£ | £ |

| Stocks | 34,700,108 |  | 30,247,674 |  |

| Stock comprises property held for long-term development. Included within stock is £4,865,376 of capitalised borrowing costs incurred on loans drawn upon solely to fund the stock development.

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Trade debtors | - |  | 16,495 |  |

| Other debtors | 781 |  | 1,134 |  |

781 |  | 17,629 |  |

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans and overdrafts | 10,382,055 |  | - |  |

| Investor loans | 11,609,788 |  | 6,067,598 |  |

| Amounts owed to group undertakings | 160,514 |  | 290,139 |  |

| Accrued expenses | - |  | 11,340 |  |

22,152,357 |  | 6,369,077 |  |

| Included within investors loans less than 1 year is a £1m convertible loan. The option to convert to preference shares is available to the lender at any point. The loan is repayable on demand and interest accrues on the loan at 10% and shall be forfeited should the option to convert be elected.

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2024 | 2023 |

£ | £ |

| Bank loans - 1-2 years | - |  | 9,125,686 |  |

| Investor loans | - |  | 2,150,001 |  |

- |  | 11,275,687 |  |

| No bank or investor loan is due for repayment in a period more than 5 years from the balance sheet date.

9. | SECURED DEBTS

| The £10,382,055 balance in bank loans relates to a £8,622,000 bank loan which accrues interest at 7.55% + SONIA (minimum rate of 4%). This loan has a total facility commitment including interest of £10,321,000. The loan has a fixed and floating charge and negative pledge over the assets of Human + Nature (Lewes) Limited and a fixed charge and negative pledge over the 61 ordinary shares in Human + Nature (Lewes) Limited held by Human Nature (Places) Limited. A personal guarantee has also been provided by a shareholder up to £500,000.

10. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

| value: | £ | £ |

| 61 | Ordinary | 1 | 61 |  | 61 |  |

| 39 | Preference | 1 | 39 |  | 39 |  |

100 |  | 100 |  |

HUMAN + NATURE (LEWES) LIMITED (REGISTERED NUMBER: 12435764) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2024

11. | RELATED PARTY DISCLOSURES

| Loans from a former director and current shareholder:

|  | 2024 |  | 2023 |  |

| £ |  | £ |  |

| Opening balance |  | 7,218,625 |  | 3,200,000 |  |

| Amount drawn |  | - |  | - |  |

| Interest charges |  | 867,171 |  | 518,624 |  |

| Amounts paid |  | 1,750,000 |  | 3,500,001 |  |

| Closing balance |  | 9,835,796 |  | 7,218,625 |  |

| These loans unsecured and are charged a fixed rate of interest per annum which accrues until the date of maturity. Both of these details are provided below:

| Rate |  | Maturity |  | Loan capital |  |

| 10% |  | 25/01/2025 |  | 1,500,000 |  |

| 10% |  | * |  | 3,500,000 |  |

| 12% |  | * |  | 1,000,000 |  |

| 12% |  | 26/06/2025 |  | 500,000 |  |

| 12% |  | 26/04/2025 |  | 500,000 |  |

| 15% |  | * |  | 750,000 |  |

|  | 8,250,000 |  |

| Loans marked with * represent loans repayable on demand.

| Transactions with Human Nature (Places) Limited a company which holds a 61% shareholding in Human + Nature (Lewes) Limited with a joint venture agreement with the remaining shareholders.

|  | 2024 |  | 2023 |  |

| £ |  | £ |  |

| Amounts due (owed) to Human Nature (Places) Limited |  | (160,514 | ) | (290,140 | ) |

| Purchases from Human Nature (Places) Limited |  | 2,121,986 |  | 3,509,700 |  |

| Purchases from Human Nature (Places) Limited relate to recharged costs.

12. | POST BALANCE SHEET EVENTS

| Subsequent to the year end the company has sold it's development land held stock to the Lewes District Council and simultaneously entered into a lease and buy back option.

| The proceeds of this sale have facilitated the settlement of c.80% of a bridge loan that had been secured against the development land held stock resulting in the release of the charge and other securities and the extension of the loan term for the balance of payment.

| This arrangement secures the land in long term public stewardship and provides a way forward to delivery and will enhance the viability of the project and the company's financial position. The company is working closely with the Council's leadership to bring the project through consent and into construction.