ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 00904057

AGATE PROPERTIES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025


AGATE PROPERTIES LIMITED

COMPANY INFORMATION

Directors	G W Godwin
	R H Godwin
	S T Godwin


Company secretary	G W Godwin


Registered number	00904057


Registered office	109 Hammersmith Grove
	Hammersmith
	London
	W6 0NQ


Independent auditors	AAB Audit & Accountancy Limited
	Kingshill View
	Prime Four Business Park
	Kingswells
	Aberdeen
	AB15 8PU


AGATE PROPERTIES LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3
Directors' responsibilities statement	4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10 - 11
Company balance sheet	12 - 13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 49


AGATE PROPERTIES LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 APRIL 2025

Introduction

The directors present the Strategic Report for the year ended 30 April 2025.

Business review

Agate Properties Limited (“Agate”) is principally a real estate business focused on developing and operating places that make people the best version of themselves. Agate owns a diverse portfolio of residential, serviced apartments, hotels, co-working and commercial assets directly and via wholly-owned subsidiaries. Agate is the parent company of the Lamington Group and employs the teams that source, acquire, develop and operate the operational assets. The Group’s diversified portfolio shields the business from industry-specific shocks. The majority of owned assets are based in West London, UK.

Revenue increased 30% to £17.4m (2024: £13.4m), driven by the full-year contribution from room2 Belfast (opened October 2023, 175 keys with restaurant, bar and meeting and events space) and strong operational performance across the existing portfolio. Gross profit grew to £11.9m (2024: £9.5m). The Group generated an operating profit of £2.4m (2024: £1.6m) including fair value gains of £0.8m (2024: losses of £1.9m), and a profit before tax of £362k (2024: loss of £658k).

Interest costs were £2.0m (2024: £2.3m), broadly stable despite increased debt, reflecting the benefit of consolidating multiple facilities via the Aldermore refinancing. The Group headcount increased to an average of 183 (2024: 142) to support the growing operational base and development pipeline.

room2 Southampton and room2 Belfast are both ranked number one on TripAdvisor for their respective cities based on guest review scores.

Principal risks and uncertainties

Debt
Bank loans increased by £7.8m in the year following the Aldermore refinancing which consolidated the Group’s lending.

Development Pipeline
The Group is investing in development projects including sites in York, Manchester, Edinburgh and Cambridge. Risks include planning, construction cost overruns and timing delays, managed through fixed-price contracts where possible, contingency budgets and phased capital commitment.

Environmental, social and governance
The Lamington Group is a BCorp certified business and Living Wage employer, committed to Net Zero by 2030. The Group voluntarily publishes Greenhouse Gas and Sustainability reports.

Key performance indicators

The operational business uses key metrics to target the financial and non financial performance of the hotels and serviced apartments. Standard hotel metrics are used to target top line performance (ADR, Occ, RGI) and rent covers are used to control the bottom line performance. NPS and Trip Advisor rankings are used to cover the guest satisfaction scores.

The hotels achieved an average RGI score of over 100 and an average NPS score of over 78 across all properties. room2 Southampton and room2 Belfast are both ranked number one on TripAdvisor for their respective cities.

Page 1


AGATE PROPERTIES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 APRIL 2025

This report was approved by the board and signed on its behalf.

S T Godwin

Director

Date: 19 May 2026

Page 2


AGATE PROPERTIES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 APRIL 2025

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

Results and dividends

The loss for the year, after taxation, amounted to £31,967 (2024 - profit £66,623).

Directors

The directors who served during the year were:

G W Godwin

R H Godwin

S T Godwin

Future developments

Further acquisition projects are being consistently assessed for hotel development projects.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

In October 2025, the group has entered into new 5 year £41.75m loan facilities with Coutts. £22.75m of the facilities were used to refinance the bank loan held in Chiswick Apartment Hotels Limited. This part of the facility has £1.3m of undrawn capacity at the date of signing the accounts. The total debt facilities agreed with Coutts includes £19m to fund the Group's hotel development in York. On 15 May 2025, just after the year end, York Apartment Hotels Ltd, a subsidiary company, entered into a construction contract with a value of £17m to complete the hotel development in York. In May 2026 £1.3m was drawn against the Coutts loan to acquire a hotel development site in London.

Auditors

The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

S T Godwin

Director

Date: 19 May 2026

Page 3


AGATE PROPERTIES LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 30 APRIL 2025

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

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

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4


AGATE PROPERTIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED

Opinion

We have audited the financial statements of Agate Properties Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 Group's and of the parent Company's affairs as at 30 April 2025 and of the Group's profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.

Page 5


AGATE PROPERTIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

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

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

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6


AGATE PROPERTIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED (CONTINUED)

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 an Auditors' 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 Group 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:

∙Management override of controls to manipulate the company’s key performance indicators to meet targets;

∙Timing and completeness of revenue recognition;

∙Existence and valuation of stock;

∙Management judgement applied in calculating estimates and provisions; and

∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

∙Testing of journal entries and other adjustments for appropriateness;

∙Testing a sample of revenue transactions and associated recognition of revenue on projects ongoing across the year end to ensure appropriate;

∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

∙Enquiries of management about litigation and claims and inspection of relevant correspondence;

∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations;

∙Reviewing and sample of year end debtor balances to ensure post year end receipts support debtor recoverability;

∙Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied;

∙Analytical procedures to identify any unusual or unexpected trends or relationship; and

∙Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' report.

Page 7


AGATE PROPERTIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGATE PROPERTIES LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Derek Mair (Senior statutory auditor)

for and on behalf of

AAB Audit & Accountancy Limited

Statutory Auditor

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU

19 May 2026

Page 8


AGATE PROPERTIES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2025


	2025	2024
Note	£	£


Turnover	4	17,449,348	13,440,654
Cost of sales		(5,526,000)	(3,898,914)
Gross profit		11,923,348	9,541,740
Administrative expenses		(10,259,587)	(6,270,802)
Exceptional administrative expenses	13	-	315,291
Fair value movements		762,841	(1,945,273)
Operating profit	5	2,426,602	1,640,956
Interest receivable and similar income	9	10,140	25,781
Interest payable and similar expenses	10	(2,004,132)	(2,325,114)
Profit/(loss) before taxation		432,610	(658,377)
Tax on profit/(loss)	11	(464,577)	725,000
(Loss)/profit for the financial year		(31,967)	66,623


Unrealised surplus/(deficit) on revaluation of tangible fixed assets	-	(1,814,270)
Other comprehensive income for the year	-	(1,814,270)
Total comprehensive income for the year	(31,967)	(1,747,647)

(Loss)/profit for the year attributable to:
Owners of the parent Company	(31,967)	66,623
	(31,967)	66,623

The notes on pages 19 to 49 form part of these financial statements.

Page 9


AGATE PROPERTIES LIMITED REGISTERED NUMBER:00904057

CONSOLIDATED BALANCE SHEET

AS AT 30 APRIL 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	14		902,002		(79,387)
Tangible assets	15		70,571,990		67,428,094
Investments	16		-		100
Investment property	17		32,095,698		23,230,000
			103,569,690		90,578,807
Current assets
Stocks	18	113,149		1,366,926
Debtors: amounts falling due within one year	19	3,012,068		3,934,186
Cash at bank and in hand	20	656,067		703,204
		3,781,284		6,004,316
Creditors: amounts falling due within one year	21	(32,720,829)		(30,903,784)
Net current liabilities			(28,939,545)		(24,899,468)
Total assets less current liabilities			74,630,145		65,679,339
Creditors: amounts falling due after more than one year	22		(24,489,090)		(16,017,090)
Provisions for liabilities
Deferred taxation	25	(10,373,492)		(9,815,263)
Other provisions	26	(156,223)		(67,179)
			(10,529,715)		(9,882,442)
Net assets			39,611,340		39,779,807

Capital and reserves
Called up share capital	27	516	516
Revaluation reserve	28	26,664,417	26,664,417
Profit and loss account	28	12,946,407	13,114,874
Equity attributable to owners of the parent Company		39,611,340	39,779,807
		39,611,340	39,779,807

Page 10


AGATE PROPERTIES LIMITED REGISTERED NUMBER:00904057

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 30 APRIL 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S T Godwin

Director

Date: 19 May 2026

The notes on pages 19 to 49 form part of these financial statements.

Page 11


AGATE PROPERTIES LIMITED REGISTERED NUMBER:00904057

COMPANY BALANCE SHEET

AS AT 30 APRIL 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	14		561,610		347,247
Tangible assets	15		25,073,373		24,735,014
Investments	16		3,104,154		2,350,304
Investment Property	17		23,749,798		23,230,000
			52,488,935		50,662,565
Current assets
Stocks	18	17,817		30,950
Debtors: amounts falling due within one year	19	21,418,545		13,352,325
Cash at bank and in hand	20	46,398		261,932
		21,482,760		13,645,207
Creditors: amounts falling due within one year	21	(16,268,814)		(14,061,734)
Net current assets/(liabilities)			5,213,946		(416,527)
Total assets less current liabilities			57,702,881		50,246,038

Creditors: amounts falling due after more than one year	22		(24,209,090)		(15,737,090)
Provisions for liabilities
Deferred taxation	25	(5,777,725)		(5,468,953)
			(5,777,725)		(5,468,953)
Net assets			27,716,066		29,039,995

Capital and reserves
Called up share capital	27		516		516
Revaluation reserve	28		15,253,951		15,253,951
Profit and loss account brought forward		13,785,528		12,523,034
Loss for the year		(1,187,429)		(572,862)
Other changes in the profit and loss account		(136,500)		1,835,356
Profit and loss account carried forward			12,461,599		13,785,528
			27,716,066		29,039,995

Page 12


AGATE PROPERTIES LIMITED REGISTERED NUMBER:00904057

COMPANY BALANCE SHEET (CONTINUED)

AS AT 30 APRIL 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S T Godwin

Director

Date: 19 May 2026

The notes on pages 19 to 49 form part of these financial statements.

Page 13


AGATE PROPERTIES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2025

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 May 2023	516	30,423,960	11,512,895	41,937,371

Profit for the year	-	-	66,623	66,623
Deficit on revaluation of freehold property	-	(3,759,543)	3,759,543	-
Fair value adjustments	-	-	(1,814,270)	(1,814,270)
Dividends: Equity capital	-	-	(409,917)	(409,917)

At 1 May 2024	516	26,664,417	13,114,874	39,779,807

Loss for the year	-	-	(31,967)	(31,967)
Dividends: Equity capital	-	-	(136,500)	(136,500)
At 30 April 2025	516	26,664,417	12,946,407	39,611,340

The notes on pages 19 to 49 form part of these financial statements.

Page 14


AGATE PROPERTIES LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2025

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 May 2023	516	19,013,494	12,523,034	31,537,044

Loss for the year	-	-	(572,862)	(572,862)
Deficit on revaluation of freehold property	-	(3,759,543)	3,759,543	-
Fair value adjustments	-	-	(1,514,270)	(1,514,270)
Dividends: Equity capital	-	-	(409,917)	(409,917)

At 1 May 2024	516	15,253,951	13,785,528	29,039,995

Loss for the year	-	-	(1,187,429)	(1,187,429)
Dividends: Equity capital	-	-	(136,500)	(136,500)
At 30 April 2025	516	15,253,951	12,461,599	27,716,066

The notes on pages 19 to 49 form part of these financial statements.

Page 15


AGATE PROPERTIES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 APRIL 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	(31,967)	66,623
Adjustments for:
Amortisation of intangible assets	179,631	93,966
Depreciation of tangible assets	423,406	384,414
Interest paid	2,004,132	2,325,114
Interest received	(10,140)	(25,781)
Taxation charge/(credit)	464,577	(725,000)
Decrease/(increase) in stocks	68,363	(876,408)
Decrease in debtors	923,403	596,895
Increase in amounts owed by joint ventures	-	(637,189)
(Decrease)/increase in creditors	(909,214)	1,999,147
Increase in provisions	89,044	-
Net fair value (gains)/losses recognised in P&L	(762,841)	1,945,273
Corporation tax received	597	-
Net cash generated from operating activities	2,438,991	5,147,054

Cash flows from investing activities
Purchase of intangible fixed assets	(257,982)	(341,910)
Purchase of tangible fixed assets	(1,619,047)	(1,060,424)
Purchase of investment properties	(1,981,341)	(2,158,653)
Purchase of fixed asset investments	(753,850)	-
Interest received	10,140	25,781
Net cash balance acquired with subsidiaries	1,741	98
Net cash from investing activities	(4,600,339)	(3,535,108)

Page 16


AGATE PROPERTIES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 30 APRIL 2025

		2025	2024
		£	£


Cash flows from financing activities
New secured loans	25,051,416	1,500,000
Repayment of loans	(20,798,073)	(1,857,945)
Dividends paid	(135,000)	(409,917)
Interest paid	(2,004,132)	(2,325,114)
Net cash used in financing activities	2,114,211	(3,092,976)
Net (decrease) in cash and cash equivalents	(47,137)	(1,481,030)
Cash and cash equivalents at beginning of year	703,204	2,184,234
Cash and cash equivalents at the end of year	656,067	703,204

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	656,067	703,204
	656,067	703,204

The notes on pages 19 to 49 form part of these financial statements.

Page 17


AGATE PROPERTIES LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 30 APRIL 2025


At 1 May 2024	Cash flows	At 30 April 2025
£	£	£

Cash at bank and in hand	703,204	(47,137)	656,067
Debt due after 1 year	(15,737,090)	(8,472,000)	(24,209,090)
Debt due within 1 year	(20,460,866)	3,035,869	(17,424,997)
	(35,494,752)	(5,483,268)	(40,978,020)

The notes on pages 19 to 49 form part of these financial statements.

Page 18


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

1.	General information

Agate Properties Limited ("the Company") is a private limited company incorporated in England and Wales. The registered office is 109 Hammersmith Grove, Hammersmith, London, W6 0NQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The 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 Companies Act 2006.

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 (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

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.

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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 August 2014.

Page 19


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on a going concern basis.

The Group has net current liabilities of £29.0m which includes bank debt of £13.3m held by a subsidiary company, Chiswick Apartment Hotels Ltd, which has been refinanced in October 2025 together with related party loans of £10.9m. The impact of the refinancing is to move the bank debt to greater than one year. However, the Directors of Agate Properties Limited ("The Group") have prepared the consolidated cash flow forecasts for a period to 30 April 2028 which show the Group is able to meet its financial obligations as they fall due. The forecast includes management's best estimates of income and costs for the Group, and they show the Group has the liquidity to continue to trade in the period, as well as meet all bank covenants as and when they fall due. The forecasts are based on the assumption that the group has suitable bank funding in place.

In October 2025, the group has entered into new 5 year £41.75m loan facilities with Coutts. £22.75m of the facilities were used to refinance the bank loan held in Chiswick Apartment Hotels Limited. This part of the facility has £1.3m of undrawn capacity at the date of signing the accounts. The total debt facilities agreed with Coutts includes £19m to fund the Group's hotel development in York. On 15 May 2025, just after the year end, York Apartment Hotels Ltd, a subsidiary company, entered into a construction contract with a value of £17m to complete the hotel development in York. In May 2026 £1.3m was drawn against the Coutts loan to acquire a hotel development site in London.

Based on the above, the directors have concluded the Group is a going concern and have prepared the financial statements on a going concern basis.

2.4

Foreign currency translation

Functional and presentation currency

The Company'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.

Page 20


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.5

Revenue

Accommodation revenue is generated from short stay apartments, room bookings in hometels and associated sale of good and services. Apartment rental and hometel bookings are recognised in the period in which the accommodation is proved, as are any associated services. The sale of goods is recognised at the point of sale. Rental and office revenue is generated from long stay apartments and the letting of office spaces and desks. It is recognised on a straight-line basis over the term of the lease. Commercial revenue is general from the leasing of commercial property.

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

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

Sale and leaseback

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.

When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 21


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.9

Finance costs

Finance costs are charged to profit or 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.

2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.11

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 profit or 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.

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

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 Company and the Group operate and generate income.

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.

2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 22


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company 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.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development expenditure	-	2	years
Goodwill	-	10	years
Trademarks	-	10	years

2.15

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.

Page 23


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.15

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:

Freehold property	-	2%
Plant and machinery	-	25%
Motor vehicles	-	25%
Fixtures and fittings	-	15%
Office equipment	-	20%

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.

2.16

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.

Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.17

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.

2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 24


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.19

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.

In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

2.20

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.21

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.22

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.23

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 25


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.24

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 profit or loss.

2.25

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 26


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

2.25

Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.26

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 27


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Judgements made by the directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed below:

On an ongoing basis, the Group evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known. The following paragraphs detail the estimates and judgments the company believes to have the most significant impact on the annual results under FRS 102.

Freehold properties (tangible fixed assets) and Investment Properties
Judgments and estimates are required in assessing the fair value of the freehold and investment properties. Valuations are carried out by professional valuers based on the market value of the long leasehold and freehold interests in the properties, in their existing condition, assuming individual sales of each unit, with the existing tenancies in-situ or otherwise assuming individual open market lettings on standard 12-month Assured Shorthold Tenancies (ASTs) of the flats, as at the valuation date. Given the significance of the assets, any change in any assumptions could lead to a material difference in the value of fixed assets.

Some of the freehold and investment properties valuations are based on available market data and estimates and judgments made by management for example future income, discount rates, capitalisation rates and sales price history per square feet. The estimates and judgments used in property valuations may differ from actual data, and any variances could have a material impact on the accounts given the sensitivity of the assumptions.

Property, Plant and Equipment
The useful lives of property, plant and equipment are based on the directors best estimate of the useful life of the asset and its residual value. If the actual useful life or the actual residual value differed from these estimates there could be a material impact on the accounts given the value of these assets. During the financial year, the directors determined there were no significant changes in the useful lives and residual values.

Recovery of intercompany debtors
Intercompany balances receivables are reviewed frequently for impairment. Where the net assets of the subsidiary do not sufficiently cover the debtor, the directors consider the need to impair.

Page 28


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Accommodation	16,394,956	12,492,373
Commercial	116,138	112,469
Rental and office	938,254	835,812
	17,449,348	13,440,654

	All turnover arose within the United Kingdom.
	Accommodation revenue includes revenue generated from overnight stays and the associated provision of goods/services. Commercial revenue consists of revenue from the commercial leasing of property. Rental and office revenue consists of long let rentals and missonworks revenue for desk/office rental.

Exchange differences	1,180	751
Depreciation	423,406	384,414
Amortisation of intangible fixed assets	66,259	11,818
Amortisation of goodwill	113,372	61,148

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	47,650	45,360
Fees payable to the Group's auditors for the preparation of the financial statements	10,500	10,000
Fees payable to the Group's auditors for the preparation of the tax computations	25,725	24,500

Page 29


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	5,019,369	3,447,851	2,475,615	1,612,723
Social security costs	443,724	313,370	242,181	187,628
Cost of defined contribution scheme	75,141	54,529	31,872	26,390
	5,538,234	3,815,750	2,749,668	1,826,741

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Average number of employees	183	142	61	48

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	25,488	18,192
	25,488	18,192

During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	10,140	25,781
		10,140	25,781

Page 30


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Bank interest payable	2,004,132	2,325,114
		2,004,132	2,325,114

Corporation tax
Current tax on profits for the year	-	102,410
Adjustments in respect of previous periods	(93,652)	-
	(93,652)	102,410

Deferred tax
Origination and reversal of timining differences	231,922	(827,449)
Adjustments relating to prior periods	326,307	39
Total deferred tax	558,229	(827,410)


		464,577	(725,000)

Page 31


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

11.Taxation (continued)

Profit/(loss) on ordinary activities before tax

432,610

(658,377)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	108,153	(164,594)
Effects of:
Fixed asset differences	974	25,855
Expenses not deductible for tax purposes	14,370	803,309
Chargeable gains	166,014	(939,816)
Difference in tax rates	-	36
Deferred tax not recognised	119,160	(412,608)
Non-tax deductible amortisation of goodwill	28,343	20,537
Tax credits	-	(450)
Marginal relief	-	(178)
Non-taxable income	(205,092)	(57,130)
Adjustments in respects of prior periods deferred tax asset	326,307	39
Adjustments in respects of prior periods	(93,652)	-
Total tax charge for the year	464,577	(725,000)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Dividends
		2025	2024
		£	£

£Nil per Ordinary A share (2024 - £1,582.70 per Ordinary A share)	-	409,917
£543.48 per Ordinary C share (2024 - £Nil per Ordinary C share)	50,000	-
£940.22 per Ordinary D share (2024 - £Nil per Ordinary D share)	86,500	-

Page 32


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

13.	Exceptional items
		2025	2024
		£	£

	Intercompany loans waived	-	315,291
		-	315,291

Page 33


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

14.	Intangible assets
	Group

	Development expenditure	Trademarks	Computer software	Goodwill	Negative goodwill	Total
	£	£	£	£	£	£
Cost
At 1 May 2024	165,568	352,783	1,250	1,316,127	(659,530)	1,176,198
Additions	-	257,983	-	-	-	257,983
On acquisition of subsidiaries	-	-	-	903,037	-	903,037
At 30 April 2025	165,568	610,766	1,250	2,219,164	(659,530)	2,337,218
Amortisation
At 1 May 2024	27,163	5,536	94	1,272,257	(49,465)	1,255,585
Charge for the year on owned assets	22,514	43,620	125	179,325	(65,953)	179,631
At 30 April 2025	49,677	49,156	219	1,451,582	(115,418)	1,435,216
Net book value
At 30 April 2025	115,891	561,610	1,031	767,582	(544,112)	902,002
At 30 April 2024	138,405	347,247	1,156	43,870	(610,065)	(79,387)

Page 34


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

14.Intangible assets (continued)

	Company

		Trademarks
		£
	Cost
	At 1 May 2024	352,783
	Additions	257,983
	At 30 April 2025	610,766
	Amortisation
	At 1 May 2024	5,536
	Charge for the year	43,620
	At 30 April 2025	49,156
	Net book value
	At 30 April 2025	561,610
	At 30 April 2024	347,247

Page 35


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

15.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 May 2024	66,351,511	712,126	41,589	1,748,300	231,722	69,085,248
Additions	903,512	275,899	-	364,460	22,012	1,565,883
Transfers between classes	1,238,579	-	-	-	-	1,238,579
Revaluations	762,840	-	-	-	-	762,840
At 30 April 2025	69,256,442	988,025	41,589	2,112,760	253,734	72,652,550
Depreciation
At 1 May 2024	11,047	477,846	18,440	1,006,442	143,379	1,657,154
Charge for the year on owned assets	22,094	109,891	5,787	255,295	30,339	423,406
At 30 April 2025	33,141	587,737	24,227	1,261,737	173,718	2,080,560
Net book value
At 30 April 2025	69,223,301	400,288	17,362	851,023	80,016	70,571,990
At 30 April 2024	66,340,464	234,280	23,149	741,858	88,343	67,428,094

Page 36


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

15.Tangible fixed assets (continued)

	Company

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 May 2024	24,235,000	533,370	41,589	494,064	74,103	25,378,126
Additions	-	221,760	-	242,391	7,168	471,319
At 30 April 2025	24,235,000	755,130	41,589	736,455	81,271	25,849,445
Depreciation
At 1 May 2024	-	419,970	18,440	186,239	18,463	643,112
Charge for the year on owned assets	-	55,980	5,787	60,905	10,288	132,960
At 30 April 2025	-	475,950	24,227	247,144	28,751	776,072
Net book value
At 30 April 2025	24,235,000	279,180	17,362	489,311	52,520	25,073,373
At 30 April 2024	24,235,000	113,400	23,149	307,825	55,640	24,735,014

Page 37


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

16.	Fixed asset investments
	Group

		Investment in joint ventures
		£

	At 1 May 2024	100
	Transfers intra group	(100)
	At 30 April 2025	-

	Company

	Investments in subsidiary companies	Investment in joint ventures	Total
	£	£	£
Cost or valuation
At 1 May 2024	2,350,204	100	2,350,304
Additions	753,850	-	753,850
Transfers intra group	100	(100)	-
At 30 April 2025	3,104,154	-	3,104,154

During the year the Group acquired the entire share capital of Lost Gardens Manchester Devco Ltd.

Page 38


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Bladecam Limited	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
Chiswick Apartment Hotels Limited	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
Chiswick Apartment Hotels Opco Limited	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
London Apartment Hotels Limited	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
Southampton Apartment Hotels Limited	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
Lamington Group Opco Limited (formerly Southampton Apartment Hotels Opco Limited)	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
Lost Gardens Manchester Devco Limited (formerly Northside (Manchester) Limited)	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
York Apartment Hotels Limited (formerly North Star (Piccadilly) Limited)	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%
Piccadilly (York) Developments Limited	109 Hammersmith Grove, London, England, W6 0NQ	Ordinary	100%

Section 479A
For the year ended 30 April 2025, the following subsidiaries are entitled to exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies via issuance of a Section 479A guarantee: Southampton Apartments Hotels Limited (09686403), Bladecam Limited (03785910) and London Apartment hotels Limited (06573836).

Page 39


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

17.	Investment property
	Group

		Freehold investment property
		£
	Valuation
	At 1 May 2024	23,230,000
	Additions at cost	1,981,341
	On acquisition of subsidiaries	6,884,357
	At 30 April 2025	32,095,698

The 2025 valuations were made by Savills, on an open market value for existing use basis.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	2024
	£	£

	Historic cost	3,396,500	3,396,500
		3,396,500	3,396,500

	Company

		Freehold investment property
		£
	Valuation
	At 1 May 2024	23,230,000
	Additions at cost	519,798
	At 30 April 2025	23,749,798

The 2025 valuations were made by Savills, on an open market value for existing use basis.

Page 40


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

18.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Work in progress	22,493	1,286,007	-	-
Finished goods and goods for resale	90,656	80,919	17,817	30,950
	113,149	1,366,926	17,817	30,950

The difference between purchase price or production cost of stocks and their replacement cost is not material.

19.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	411,105	534,565	222,558	379,942
Amounts owed by group undertakings	64,833	-	20,125,614	10,415,367
Amounts owed by joint ventures and associated undertakings	-	2,158,551	-	2,174,551
Other debtors	1,270,766	633,084	677,606	126,094
Prepayments and accrued income	1,265,364	607,986	392,767	256,371
	3,012,068	3,934,186	21,418,545	13,352,325

Amounts owed by group undertakings and joint ventures are interest free and repayable on demand.

20.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	656,067	703,204	46,398	261,932
	656,067	703,204	46,398	261,932

Page 41


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	13,238,177	17,547,674	-	740,390
Other loans	3,656,399	-	-	-
Trade creditors	1,726,852	776,868	698,992	328,052
Amounts owed to group undertakings	-	-	3,185,150	1,665,553
Corporation tax	9,355	102,410	597	-
Other taxation and social security	343,879	533,152	81,615	155,629
Other creditors	11,745,671	10,727,637	11,652,400	10,720,592
Accruals and deferred income	2,000,496	1,216,043	650,060	451,518
	32,720,829	30,903,784	16,268,814	14,061,734

Amounts owed to group undertakings are interest free and repayable on demand.

Amounts owed to directors of £528,921 (2024 - £2,913,192) are included within other creditors. The amounts are interest free and repayable on demand.

22.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	24,209,090	15,737,090	24,209,090	15,737,090
Other creditors	280,000	280,000	-	-
	24,489,090	16,017,090	24,209,090	15,737,090

Page 42


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

23.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Bank loans	13,238,177	17,547,674	-	740,390
Other loans	3,656,399	-	-	-
	16,894,576	17,547,674	-	740,390
Amounts falling due 1-2 years
Bank loans	24,209,090	15,737,090	24,209,090	15,737,090
	24,209,090	15,737,090	24,209,090	15,737,090


	41,103,666	33,284,764	24,209,090	16,477,480

Included within bank loans are the following loans:

£24.2m loan due to Aldermore Bank plc. During the year, Agate Properties and a related company LEK Property Developments Limited completed a refinancing. Total facilities of £41m were agreed with Aldermore on 5 year term. The interest rate on the new facilities is 6.29%. The facility was used to repay loan facilities due to HSBC UK Bank Plc, Bank of Scotland and Together Commercial Finance Ltd.

£13.3m loan due to HSBC UK Bank Plc, the loan attracts interest at 2.75% above SONIA. The Company will repay 6% of the facility amount per annum, payable quarterly with the termination date being 16 March 2025. The loan secured by the assets of Chiswick Apartment Hotels Ltd, Chiswick Apartment OpCo Ltd and London Apartment Hotels Ltd. Post year end this debt has been refinanced, see note 33.

£3.6m loan due to Together Commercial Finance Ltd which attracted interest of 11.25% per annum.

Page 43


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

24.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	656,067	703,204	46,398	261,932
Financial assets that are debt instruments measured at amortised cost	1,030,262	3,326,200	21,025,778	13,095,954
	1,686,329	4,029,404	21,072,176	13,357,886

	Financial liabilities
	Financial liabilities measured at amortised cost	(15,536,656)	(12,720,548)	(16,185,102)	(13,165,715)

	Financial assets measured at fair value through profit or loss comprise cash at bank Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts owed to joint ventures and associated undertakings and other debtors.
	Financial instruments measured at amortised cost comprise trade creditors, accruals other creditors and amounts due to group undertakings.

25.	Deferred taxation
	Group

		2025
		£

	At beginning of year	9,815,263
	Charged to profit or loss	558,229
	At end of year	10,373,492

Page 44


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

25.Deferred taxation (continued)

Company

		2025
		£

	At beginning of year	5,468,953
	Charged to profit or loss	308,772
	At end of year	5,777,725

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Accelerated capital allowances	1,708,700	1,485,645	509,042	327,781
Net losses and deductions timing differences	(434,992)	(604,153)	(123,028)	(250,539)
Capital gains	9,099,784	8,933,771	5,391,711	5,391,711
	10,373,492	9,815,263	5,777,725	5,468,953

26.	Provisions
	Group

		Furniture, fittings and equipment
		£

	At 1 May 2024	67,179
	Charged to profit or loss	89,044
	At 30 April 2025	156,223

Page 45


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

27.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

259 (2024 - 259) Ordinary A shares shares of £1.00 each	259	259
73 (2024 - 73) Ordinary B shares shares of £1.00 each	73	73
92 (2024 - 92) Ordinary C shares shares of £1.00 each	92	92
92 (2024 - 92) Ordinary D shares shares of £1.00 each	92	92

	516	516

28.

Reserves

Revaluation reserve

Revaluation reserve is the cumulative unrealised gains of revaluation of fixed assets, less provision for deferred taxation.

Profit and loss account

Profit and loss account represents the cumulative total of profits less losses and any distributions.

Page 46


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

29.	Business combinations

In August 2024, Agate Properties Limited acquired the entire share capital of Lost Gardens Manchester Devco Limited.

Fixed Assets
Investment properties	6,884,357	6,884,357
	6,884,357	6,884,357
Current Assets
Debtors	1,279	1,279
Cash at bank and in hand	1,746	1,746
Total Assets	6,887,382	6,887,382
Creditors
Due within one year	(21,038)	(21,038)
Due after more than one year	(7,015,433)	(7,015,433)
Total Identifiable net liabilities	(149,089)	(149,089)


	Goodwill	903,039
	Total purchase consideration	753,950

	Consideration
					£


	Cash	753,950
	Total purchase consideration	753,950

Cash outflow on acquisition

	Less: Cash and cash equivalents acquired
	Net cash outflow on acquisition

Page 47


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

29.Business combinations (continued)

	The results of Lost Gardens Manchester Devco Ltd since acquisition are as follows:
				Current period since acquisition
				£

Loss for the period since acquisition

(216,171)

30.	Contingent liabilities

The Group has granted its lenders security over its assets together with a cross guarantee with related entities LEK Properties Limited and Grovetam Limited. At 30 April 2025 the net borrowing amounted to £52,009,430.

31.	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 £24,698 (2024 - £12,863) were payable to the fund at the balance sheet date and are included in creditors.

32.	Commitments under operating leases
	At 30 April 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		£	£

Not later than 1 year	1,797,000	1,797,000
Later than 1 year and not later than 5 years	7,188,000	7,188,000
Later than 5 years	32,374,750	34,171,750
	41,359,750	43,156,750

Page 48


AGATE PROPERTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

33.	Related party transactions
	The Company has taken advantage of exemptions available under Section 33.11 in relation to disclosure of transactions with group companies. As at 30 April 2025 the Group had the following balances due by/(to) companies under common control:

		2025	2024
		£	£

Companies that are related parties due to common control and management	(10,917,633)	(7,694,596)
Companies that are joint ventures	-	2,158,551
	(10,917,633)	(5,536,045)

The amounts owed from companies that are joint ventures is funding in the form of debt where no formal agreement is in place.

The amounts owed to related parties due to common control and management have arisen through companies paying invoices on behalf of one another, cash management between the entities and the recharge of payroll costs.

As at the year end, the Company had an amount payable to the directors amounting to £528,921 (2024 - £2,913,192). The amounts are interest free and repayable on demand.

34.	Post balance sheet events

35.	Controlling party

There is no ultimate controlling party.

Page 49