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Registered number: 14631320 BYWATER SFC HOLDINGS LTD FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
BYWATER SFC HOLDINGS LTD CONTENTS
| Page
Company information | 1
Consolidated balance sheet | 2 - 3
Company balance sheet | 4
Notes to the financial statements | 5 - 16
BYWATER SFC HOLDINGS LTD COMPANY INFORMATION
Directors | O Nakagawa
| P D O'Gorman
| R M Walker
| M Matsumoto
| I Ikebuchi
| K J D'Arcy
Registered number | 14631320
Registered office | A&L Suite 1-3
| The Hop Exchange
| 24 Southwark Street
| London
| United Kingdom
| SE1 1TY
Independent auditors | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| United Kingdom
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:14631320
BYWATER SFC HOLDINGS LTD CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 33,486 |  | 72,569
Investment property | 6 |  | 85,501,947 |  | 58,051,408
|  |  | 85,535,433 |  | 58,123,977
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 1,635,463 |  | 4,469,985 |
Cash at bank and in hand |  | 8,164,682 |  | 6,208,933 |
|  | 9,800,145 |  | 10,678,918 |
Creditors: amounts falling due within one year | 8 | (15,057,042) |  | (4,250,031) |
Net current (liabilities)/assets |  |  | (5,256,897) |  | 6,428,887
Total assets less current liabilities |  |  | 80,278,536 |  | 64,552,864
Creditors: amounts falling due after more than one year | 9 |  | (7,409,851) |  | (13,829,180)
Net assets |  |  | 72,868,685 |  | 50,723,684
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 5,465,357 |  | 4,548,107
Capital redemption reserve |  |  | 121,016 |  | 121,016
Non-controlling interests |  |  | 78,167,772 |  | 51,648,524
Capital surplus |  |  | 247,799 |  | 247,799
Profit and loss account |  |  | (11,133,259) |  | (5,841,762)
Net equity |  |  | 72,868,685 |  | 50,723,684
The Group's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. Page 2
|  | REGISTERED NUMBER:14631320
BYWATER SFC HOLDINGS LTD CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
K J D'Arcy
Director
Date: 18 March 2026
The notes on pages 5 to 16 form part of these financial statements. Page 3
|  | REGISTERED NUMBER:14631320
BYWATER SFC HOLDINGS LTD COMPANY BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 5 |  | 12,286,373 |  | 8,425,366
|  |  | 12,286,373 |  | 8,425,366
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 353 |  | - |
Cash at bank and in hand |  | 1,959 |  | 24 |
|  | 2,312 |  | 24 |
Creditors: amounts falling due within one year | 8 | (109,964) |  | (103,727) |
Net current liabilities |  |  | (107,652) |  | (103,703)
Total assets less current liabilities |  |  | 12,178,721 |  | 8,321,663
Creditors: amounts falling due after more than one year | 9 |  | (7,262,416) |  | (3,923,893)
Net assets |  |  | 4,916,305 |  | 4,397,770
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 5,465,357 |  | 4,548,107
Capital redemption reserve |  |  | 121,016 |  | 121,016
Profit and loss account |  |  | (670,068) |  | (271,353)
Net equity |  |  | 4,916,305 |  | 4,397,770
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the consolidated profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by by:
K J D'Arcy
Director
Date: 18 March 2026
The notes on pages 5 to 16 form part of these financial statements. Page 4
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Bywater SFC Holdings Ltd is a private company limited by shares incorporated in England and Wales. The address of its principal place of business and registered office is A&L Suite 1-3, The Hop Exchange, 24 Southwark Street, London, England, SE1 1TY. The financial statements are presented in Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the requirements and the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Basis of Consolidation
The Consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. All undertakings over which the Company exercises control, being the power to govern the financial and operating policies so to obtain benefits from their activities, are Consolidated as subsidiary undertakings. Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the Consolidated financial statements. The Consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Exemptions for qualifying entities under FRS 102
FRS 102 section 1.12 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no object to, the use of exemptions by the company's shareholders. The Company has taken advantage of the following exemption: (i) From preparing a statement of cash flows, on the basis that it is a qualifying entity, includes the Company's cash flows. (ii) The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. Page 5
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Going concern
The financial statements have been prepared on a going concern basis. The directors have assessed the financial position of the Company and the Bywater SFC Holding Group (the Group) level going concern assessment. This assessment considered the Group’s current financial resources, forecast performance, cash flow projections, and the availability of ongoing financial support. As part of this assessment, the directors note that the Group has secured additional funding after the year end, including a combination of share capital injections, loan financing, and other intragroup support arrangements. In addition, the Group has received a letter of financial support from its ultimate parent undertaking confirming that it will continue to provide financial assistance to enable the Company and the Group to meet its liabilities as they fall due for at least the next twelve months from the date of approval of these financial statements. Having considered these factors, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors consider the adoption of the going concern basis to be appropriate in preparing the financial statements.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. Page 6
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 25% |
|  |  |  | Computer equipment | - | 50% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.7 | Investment property
Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location, or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss. If fair value cannot be reliably measured, the cost method with impairment assessment is applied in accordance with FRS 102’
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.9 | Financial instruments
The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 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. The Group’s policies for its major classes of financial assets and financial liabilities are set out below. Page 7
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
|  | Financial instruments (continued)
Financial assets Basic financial assets, including trade and other debtors, bank balances and intercompany financing 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors, and loans due to 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 payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in Consolidated profit and loss. Page 8
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
|  | Financial instruments (continued)
Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.10 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.11 | Share capital
Ordinary shares are classified as equity.
| 2.12 | Interest income
All interest income are recognised in Consolidated profit and loss in the year in which they are incurred.
| 2.13 | Borrowing cost
All borrowing costs are recognised in Consolidated profit and loss in the year in which they are incurred.
| 2.14 | Finance cost
Finance costs are charged to Consolidated profit and loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.15 | Operating leases: the Group as lessor
Rental income from operating leases is credited to Consolidated profit and loss on a straight-line basis over the lease term. Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished. Page 9
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in Consolidated profit and loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.17 | Foreign currency translation
Functional and presentation currency The Group's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Profit and Loss account.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to Consolidated Profit and Loss. Page 10
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Current and deferred tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group operates and generates income. Deferred tax arises from timing differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Employees
| The average monthly number of employees, including directors, during the year was 19 (2024 -15).
Page 11
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
| Group
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 25,668 | 59,578 | 85,246
| Additions | 19 | 9,417 | 9,436
| Disposals | (19) | (10,604) | (10,623)
| At 31 December 2025 | 25,668 | 58,391 | 84,059
| Depreciation |  |  |
| At 1 January 2025 | 579 | 12,098 | 12,677
| Charge for the year | 5,600 | 29,654 | 35,254
| Disposals | 3 | 2,639 | 2,642
| At 31 December 2025 | 6,182 | 44,391 | 50,573
| Net book value |  |  |
| At 31 December 2025 | 19,486 | 14,000 | 33,486
| At 31 December 2024 | 25,089 | 47,480 | 72,569
5. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 January 2025 | 8,425,366
| Additions | 3,861,007
| At 31 December 2025 | 12,286,373
Page 12
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Investment property
| Group
|  | Properties held for development
|  | £
| Valuation |
| At 1 January 2025 | 58,051,408
| Additions | 27,450,539
| At 31 December 2025 | 85,501,947
As at 31 December 2025, management obtained independent valuations for its investment properties from external valuers, based on market value for existing use. For completed or nearly completed investment properties, the valuations indicated that the differences between the carrying amounts and the respective market values were not significant. Management therefore concluded that the carrying amounts continue to reflect fair value appropriately and that no revaluation adjustments were required. For investment properties under development at an early stage, management also obtained independent valuations using a residual value approach. The valuers reported that market value could not be determined reliably due to the early stage of construction. In accordance with FRS 102, management determined that the cost model, supported by an impairment review, is the appropriate basis for measurement in these circumstances. No indicators of impairment were identified and, accordingly, no revaluation adjustments were recognised. In addition, management concluded that the fair value of another investment property acquired on 18 December 2025 could not be measured reliably at the year end due to its very early stage of construction. Management does not expect any material change in value between the acquisition date and the year end. Consistent with FRS 102, the property has therefore been measured using the cost model, supplemented by an impairment assessment. No indicators of impairment were identified and no revaluation adjustment was considered necessary.
Page 13
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 447,648 | 332,013 | - | -
| Amounts owed by group undertakings | 86,911 | - | - | -
| Other debtors | 992,356 | 3,842,882 | 353 | -
| Prepayments and accrued income | 96,134 | 292,543 | - | -
| Deferred taxation | 12,414 | 2,547 | - | -
|  | 1,635,463 | 4,469,985 | 353 | -
8. | Creditors: amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 9,900,000 | - | - | -
| Payments received on account | 253,488 | 250,434 | - | -
| Trade creditors | 1,882,936 | 958,802 | 564 | -
| Amounts owed to group undertakings | - | - | 53,000 | 26,500
| Corporation tax | - | 58,797 | - | -
| Other taxation and social security | 255,444 | 191,227 | - | -
| Other creditors | 549,978 | 570,998 | - | -
| Accruals and deferred income | 2,165,541 | 2,209,583 | 56,400 | 77,227
| Financial instruments | 49,655 | 10,190 | - | -
|  | 15,057,042 | 4,250,031 | 109,964 | 103,727
| On 14 May 2024, a subsidiary entered into an agreement to obtain a loan of £9,900,000. The loan is scheduled for repayment on 25 July 2026. The subsidiary entered into an interest rate swap on the loan balance. The subsidiary made a loss of £39,465 (2024: £10,190) on the derivative in the current financial year.
Page 14
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Creditors: amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | - | 9,900,000 | - | -
| Amounts owed to group undertakings | 7,262,416 | 3,923,893 | 7,262,416 | 3,923,893
| Other creditors | 147,435 | 5,287 | - | -
|  | 7,409,851 | 13,829,180 | 7,262,416 | 3,923,893
| The Company obtained an additional intercompany long-term loan of £2,943,757 from the parent company during the year and incurred interest of £335,539.
10. | Share capital and reserves
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 278,733,221 (2024 -231,953,471) A Ordinary shares of £0.01 each | 2,787,332 | 2,319,535
|  | 267,802,453 (2024 -222,857,203) B Ordinary shares of £0.01 each | 2,678,025 | 2,228,572
|  |  | 5,465,357 | 4,548,107
11. | Financial guarantee
In 2024 the Group entered into a financial guarantee, alongside Sumitomo Forestry Europe Limited, on an Equity Commitment agreement. This guarantee pertained to a facility agreement entered into by 34 Fouberts Place Limited. The Group has committed to a maximum guarantee amount of £209,367.
12. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £180 (2024: £377) were payable to the fund at the balance sheet date and has been included in creditors.
13. | Related party transactions
| The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the Group.
Page 15
BYWATER SFC HOLDINGS LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Post balance sheet events
As at 29 January 2026 the Company has increased its own share capital to a total of £2,809,262 Ordinary A shares and £2,699,095 Ordinary B shares. As at 11 February 2026 the Company has increased its own share capital to a total of £2,836,547 Ordinary A shares and £2,725,310 Ordinary B shares.
15. | Controlling party
The immediate parent is Sumitomo Forestry Europe Ltd, a company incorporated and registered in the UK. The ultimate parent company is Sumitomo Forestry Co., Ltd a company incorporated and registered in Japan. Sumitomo Forestry Co., Ltd is the ultimate parent undertaking to consolidate these financial statement at 31 December 2025. Copies of the ultimate parent company financial statements may be obtained from Sumitomo Forestry Co., Ltd, Keidanren Kaikan, 3-2, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8270, Japan.
16. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 18 March 2026 by Yusuke Takanishi (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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