These financial statements have been prepared and delivered 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 directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Winns Properties Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 10 Charles II Street, London, United Kingdom, SW1Y 4AA.

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

The financial statements are prepared in Australian Dollars (AUD), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest AUD.

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

As the company is to be liquidated within the next twelve months, the going concern basis is not appropriate.true Therefore, the accounts have been prepared on the following basis:

· In accordance with applicable standards;

· Assets are assessed for impairment and are written down to their recoverable value as at the balance

sheet;

· Liabilities only exist if an obligation exists at the balance sheet date.

No adjustments to the financial statements for the year ended 31 December 2025 have been necessary in order to reduce assets to their realisable values, or to provide for liabilities arising from the decision.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

Basic financial assets include debtors and cash and bank balances.

Debtors

Debtors do not carry any interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and Loss account when there is objective evidence that the asset is impaired.

Cash at bank and in hand

Cash at bank and in hand include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities include creditors. Creditors are not interest bearing and are stated at their nominal value.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

The average monthly number of persons (excluding directors) employed by the company during the year was:

Shares in subsidiary undertakings represent the company’s investment in Coweley Winns Pty Ltd.

The company evaluates its investments in subsidiary undertakings annually for any indicators of impairment or impairment reversal. The company considers the relationship between the net assets of its subsidiary and the carrying value of its investments, among other factors, when reviewing for indicators of impairment. As at 31 December 2025, the net assets of Coweley Winns Pty Ltd was below the carrying value of the investments, indicating a potential impairment.

The company has determined that the recoverable amount of its investment in Coweley Winns Pty Ltd is AUD300,000 and as a result has recognised an impairment of AUD30,000.

Details of the company's subsidiaries at 31 December 2025 are as follows:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

In their report, the auditors emphasised the following matter without qualifying their report:

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the financial statements which explains that the directors of the Company intend to liquidate the Company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2.

Our opinion is not modified in respect of this matter.

Included within debtors, is a loan due from the shareholder in the amount of AUD 1,600,000 (2024: AUD nil). This is made up of two loans totalling AUD1,9000,000 less dividends paid of AUD 300,000. These are interest free loans and repayable upon demand.

Other creditors include a loan from the subsidiary of AUD nil (2024: AUD 880,269). Interest is charged at a rate of 6%. The amount of interest accrued at the balance sheet date is AUD nil and the capital due is AUD nil.

Also included within other creditors is an amount due to Coweley Limited, a related company of AUD 13,158 (2024: AUD 14,418) in respect of costs incurred during the year paid by Coweley Limited. This is an interest free loan and repayable upon demand.

The company's immediate parent company is Winns Properties S.A., a company domiciled and registered in the Cayman Islands.

The ultimate controlling party is ST Group Holding Inc. which is a company registered in the Cayman Islands.