REGISTERED NUMBER: 11295777 (England and Wales)

BE MIDHURST HOLDCO LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Statement of Changes in Equity

4

Notes to the Financial Statements

5

Chartered Accountants' Report

8

DIRECTORS:

J P Jakeman

G E F Mackinnon

N P Waring

SECRETARY:

Mrs F H Rumack

REGISTERED OFFICE:

One, Bedford Avenue

London

WC1B 3AU

REGISTERED NUMBER:

11295777 (England and Wales)

ACCOUNTANTS:

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

FIXED ASSETS

Investments

4

15,990,001

15,990,001

CURRENT ASSETS

Debtors

5

2,263,872

2,342,977

Cash at bank

82

252

2,263,954

2,343,229

CREDITORS

Amounts falling due within one year

6

(1,476,297

)

(88,960

)

NET CURRENT ASSETS

787,657

2,254,269

TOTAL ASSETS LESS CURRENT LIABILITIES

16,777,658

18,244,270

CREDITORS

Amounts falling due after more than one year

7

(624,756

)

(2,012,104

)

NET ASSETS

16,152,902

16,232,166

CAPITAL AND RESERVES

Called up share capital

2

2

Share premium

16,490,001

16,490,001

Retained earnings

(337,101

)

(257,837

)

16,152,902

16,232,166

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

(b)

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

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 27 May 2026 and were signed on its behalf by:

G E F Mackinnon - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

2

(181,930

)

16,490,001

16,308,073

Changes in equity

Total comprehensive income

-

(75,907

)

-

(75,907

)

Balance at 31 December 2024

2

(257,837

)

16,490,001

16,232,166

Changes in equity

Total comprehensive income

-

(79,264

)

-

(79,264

)

Balance at 31 December 2025

2

(337,101

)

16,490,001

16,152,902

1.	STATUTORY INFORMATION

BE Midhurst Holdco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on a going concern basis. This is considered appropriate by the directors as the company will continue to be supported financially by other group companies in order to ensure third party creditors are settled.

Preparation of consolidated financial statements

The company is exempt from the requirement to prepare consolidated financial statements under section 399 of the Companies Act 2006.

Financial instruments

Financial instruments are classified by directors as either basic or non-basic following the conditions in Section 11 and Section 12 of FRS 102. Basic financial instruments are measured at amortised cost. The company has basic financial instruments only.

Taxation

Current tax is the amount of corporation tax payable in respect of taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1 January 2025

and 31 December 2025

15,990,001

NET BOOK VALUE

At 31 December 2025

15,990,001

At 31 December 2024

15,990,001

At 31 December 2025, the company held 100% of the Ordinary Shares BE Midhurst Devco Ltd.

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

2,263,872

697,500

Amounts falling due after more than one year:

Amounts owed by group undertakings

-

1,645,477

Aggregate amounts

2,263,872

2,342,977

Included within debtors less than 1 year is a loan of £1,659,373 with interest accruing on the loan at 4.25% per annum. The loan is repayable on the maturity date in June 2026.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

2,265

7,783

Amounts owed to group undertakings

1,468,692

75,000

Other creditors

5,340

6,177

1,476,297

88,960

Included within creditors falling due in one year is one loan due to the parent entity Cooperatie Bensell Real Estate Investments V B.A. as follows:

- £1,468,692 with a facility maturity date in June 2026. Interest is accruing on loan at 4% per annum. The full balance of the loan is due for settlement on the maturity date.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

624,756

2,012,104

Creditors falling due in more than one year comprises three loans due to the parent entity Cooperatie Bensell Real Estate Investments V B.A. as follows:

- £270,347 with a facility maturity date in February 2027. Interest is accruing on loan at 2% per annum. The full balance of the loan is due for settlement on the maturity date.

- £86,904 with a facility maturity date in October 2027. Interest is accruing on loan at 4% per annum. The full balance of the loan is due for settlement on the maturity date.

- £267,505 with a facility maturity date in October 2029. Interest is accruing on the loan at 5.5% per annum. The full balance of the loan is due for settlement on the maturity date.

8.	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.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of BE Midhurst Holdco Ltd for the year ended 31 December 2025 which comprise the Profit and loss account, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of BE Midhurst Holdco Ltd, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of BE Midhurst Holdco Ltd and state those matters that we have agreed to state to the Board of Directors of BE Midhurst Holdco Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than BE Midhurst Holdco Ltd and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that BE Midhurst Holdco Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of BE Midhurst Holdco Ltd. You consider that BE Midhurst Holdco Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of BE Midhurst Holdco Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report should not be regarded as suitable to be used or relied on by any other party wishing to acquire any rights against Bessler Hendrie LLP for any purpose or in any context. Any party, other than the Director which obtain access to this report or a copy and chooses to rely on this report (or any part of it) will do so at its own risk.

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

27 May 2026