REGISTERED NUMBER: 15923878 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

29 AUGUST 2024 TO 31 AUGUST 2025

FOR

TILA CAPITAL LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J J Murphy

H M Murphy

SECRETARY:

R H Smith FCA

REGISTERED OFFICE:

1 Westmoreland Avenue

Thurmaston

Leicester

Leicestershire

LE4 8PH

REGISTERED NUMBER:

15923878 (England and Wales)

AUDITORS:

Magma Audit LLP

Unit 2 Charnwood Edge Business Park

Syston Road, Leicester

LE7 4UZ

Magma Audit LLP is part

Of the Dains Group

FIXED ASSETS

Tangible assets

4

4,306

Investments

5

495,844

Investment property

6

47,690,000

48,190,150

CURRENT ASSETS

Debtors: amounts falling due within one year

7

3,234,954

Debtors: amounts falling due after more than one year

7

613,771

Investments

8

5,642,269

Cash in hand

9,153,641

18,644,635

CREDITORS

Amounts falling due within one year

9

(36,061,242

)

NET CURRENT LIABILITIES

(17,416,607

)

TOTAL ASSETS LESS CURRENT LIABILITIES

30,773,543

CREDITORS

Amounts falling due after more than one year

10

(10,000,000

)

PROVISIONS FOR LIABILITIES

13

(351,947

)

NET ASSETS

20,421,596

CAPITAL AND RESERVES

Called up share capital

14

20,000,000

Share premium

1,000

Fair value reserve

15

(1,385,638

)

Retained earnings

1,806,234

SHAREHOLDERS' FUNDS

20,421,596

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21 May 2026 and were signed on its behalf by:

J J Murphy - Director

1.	STATUTORY INFORMATION

Tila Capital Limited is a limited company, registered in England and Wales. Its registered office address is 1 Westmoreland Avenue, Thurmaston, Leicester, LE4 8PH and the registered number is 15923878.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements are prepared in Sterling (£), which is the functional and presentational currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Preparation of consolidated financial statements

The financial statements contain information about Tila Capital Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Going concern

At 31 August 2025 the company had net current liabilities of £17,416,607 and net assets of £20,421,596. The directors have prepared the financial statements on a going concern basis as the directors have confirmed continued financial support, including not demanding the repayment of the director's loan, for a period of at least 12 months from the date of approval of these financial statements.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company 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.

Revenue relating to rental income from investment properties is recognised on a straight line basis over the period of the lease. Where lease incentives are given they are recognised over the lease term on a straight line basis.

Dilapidation receipts are included in other operating income and recognised on receipt.

Tangible fixed assets

Tangible fixed assets 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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using either a straight line or reducing balance method, as indicated below.

Depreciation is provided on the following basis:

Office equipment

- 20% straight line

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.

Investment property

Investment property is carried at fair value determined annually by the directors based on guidance from professional 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 the profit and loss for the period.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss for the period.

Fixed asset investments

Investment in subsidiaries is held at cost less accumulated impairment losses.

Investments in unlisted 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 profit and loss for the period. Where market value cannot be reliably determined, such investments are stated at historical cost less impairment.

Current asset investments

Current asset investments consist of invested funds, including structured products classified as non-basic financial instruments in accordance with Section 12 of FRS 102, which are due to mature within 12 months of the date the deposits were made.

These investments are measured at fair value at each reporting date. Fair value is determined by reference to quoted market prices where available, or otherwise by reference to observable market inputs.

Changes in fair value are recognised in profit or loss in the period in which they arise.

Financial instruments

The company has elected to apply the provisions of Sections 11 and 12 of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland in respect of financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes a party to the contractual provisions of the instrument.

Basic financial instruments

Basic financial instruments comprise cash and cash equivalents, trade and other debtors, trade and other creditors, and loans from banks and other third parties that meet the conditions set out in Section 11 of FRS 102.

Basic financial instruments are initially recognised at transaction price, including transaction costs, unless the arrangement constitutes a financing transaction. Where the arrangement constitutes a financing transaction, the instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Subsequently, basic financial instruments are measured at amortised cost using the effective interest method, less impairment in the case of financial assets.

Financial assets are assessed for indicators of impairment at the end of each reporting period. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss.

Financial assets are derecognised when the contractual rights to the cash flows expire or are transferred and substantially all the risks and rewards of ownership have passed. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Non-basic financial instruments

Financial instruments that do not meet the definition of basic financial instruments are accounted for in accordance with Section 12 of FRS 102.

Non-basic financial instruments are initially recognised at fair value. Transaction costs relating to these instruments are recognised in profit or loss as incurred.

At each reporting date, non-basic financial instruments are measured at fair value, with changes in fair value recognised in profit or loss unless hedge accounting is applied in accordance with Section 12 of FRS 102.

Where fair value cannot be measured reliably without undue cost or effort, the instrument is measured at cost less impairment.

Taxation

The tax expense for the period comprises current and deferred tax.

Tax is recognised in the profit and loss for the period, 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 operates and generates 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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 6 .

4.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

Additions

4,917

At 31 August 2025

4,917

DEPRECIATION

Charge for period

611

At 31 August 2025

611

NET BOOK VALUE

At 31 August 2025

4,306

5.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST

Additions

200

495,644

495,844

At 31 August 2025

200

495,644

495,844

NET BOOK VALUE

At 31 August 2025

200

495,644

495,844

Subsidiary undertakings

The following are the subsidiary undertakings of the company, all of which are incorporated in the United Kingdom and have the same registered office as the company. The company holds 100% of the ordinary share capital of each company.

Name

Activity

Class of shares

Tila Living Limited

Residential property development

Ordinary

Tila Farming Limited

Farming

Ordinary

6.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

Additions

49,075,638

Revaluations

(1,385,638

)

At 31 August 2025

47,690,000

NET BOOK VALUE

At 31 August 2025

47,690,000

Investment property is stated at directors valuation, on the basis of open market value at 31 August 2025.

If the investment properties had not been revalued, they would have been included on the historical cost basis at cost and net book value at 31 August 2025 of £49,075,638.

The company's bankers have a fixed and floating charge over the assets of the company.

The fair value movement of £1,385,638 represents an uplift in the headline valuations of £1,285,980 offset by a decrease of £2,671,618 reflecting the write off of Stamp Duty Land Tax and other costs of acquisition.

7.

DEBTORS

£

Amounts falling due within one year:

Trade debtors

29,641

Amounts owed by group undertakings

2,922,571

Other debtors

74,641

Prepayments and accrued income

208,101

3,234,954

£

Amounts falling due after more than one year:

Prepayments and accrued income

613,771

Aggregate amounts

3,848,725

8.	CURRENT ASSET INVESTMENTS

Unlisted investments

£

FAIR VALUE

Additions

5,424,451

Fair value movement (including foreign exchange movement)

217,818

At 31 August 2025

5,642,269

NET BOOK VALUE

At 31 August 2025

5,642,269

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Trade creditors

838,591

Corporation tax

249,264

Social security and other taxes

2,320

Other creditors

35,530

Directors' loan accounts

34,526,118

Accruals and deferred income

409,419

36,061,242

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Bank loans

10,000,000

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

£

Within one year

40

Between one and five years

160

In more than five years

35,588

35,788

The company holds investment properties. Lease terms vary according to the nature of the property. Some contain provision for rent reviews according to prevailing market conditions.

At 31 August 2025, the company had future minimum rentals recoverable under non-cancellable operating leases as follows:

2025

£

Not later than 1 year

3,074,135

Later than 1 year and not later than 5 years

8,746,338

Later than 5 years

10,465,573

22,286,046

12.	SECURED DEBTS

The following secured debts are included within creditors:

£

Bank loans

10,000,000

The company's term loan from Barclays Bank PLC are secured on certain investment properties by way of a fixed and floating charge. The bank loan bears interest of a fixed rate at 5.56% and the final repayment date is July 2028.

13.	PROVISIONS FOR LIABILITIES

£

Deferred tax

Accelerated capital allowances

351,970

Other timing differences

(23

)

351,947

Deferred

tax

£

Provided during period

351,947

Balance at 31 August 2025

351,947

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

20,000,000

Ordinary

£1

20,000,000

19,999,000 Ordinary shares of £1 each were allotted as fully paid at a premium of £0.00005 per share during the period.

15.

RESERVES

Fair value reserve

The fair value reserve represents surpluses and deficits on the revaluation of investment properties.

Retained earnings

Retained earnings includes all current and prior period retained profits and losses.

Share premium account

Share premium includes any premiums received on issue of share capital.

16.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Ryan Parkin (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP

17.	CAPITAL COMMITMENTS

At the period end, the company had a capital commitment of £865,000 in relation to investment property fit out works.

18.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the period, the company acquired investment property at a cost of £9,000,000 and unlisted shares at a cost of £492,750 from companies which were related parties of this company by virtue of common control. Since the acquisitions were made, the parties are no longer related by common control.

At 31 August 2025, the company owes JJ Murphy, a director and shareholder of the company, £34,526,118 which is included within creditors under one year. The loan is unsecured, interest free and repayable on demand.