Company registration number 09795969 (England and Wales)
BALTIC FREEHOLD PROPERTIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
BALTIC FREEHOLD PROPERTIES LIMITED
COMPANY INFORMATION
Directors
J Lyras
M J Lyras
Company number
09795969
Registered office
24-26 Baltic Street
London
EC1Y 0RP
Auditor
Moore NHC Audit Limited
East Wing
Goffs Oak House
Goffs Lane
Goffs Oak
Hertfordshire
EN7 5GE
BALTIC FREEHOLD PROPERTIES LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
BALTIC FREEHOLD PROPERTIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

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

Principal activities

The principal activity of the company continued to be that of a high quality private health and fitness club which has been leased to a fellow subsidiary company to operate.

Results and dividends

The company reports a profit of £140,846 for the year (2024: £144,101). The company paid dividends in the year of £nil (2024: £250,000) during the year.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J Lyras
M J Lyras
Auditor

The auditor, Moore NHC Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
M J Lyras
Director
31 May 2026
BALTIC FREEHOLD PROPERTIES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

The directors are responsible for preparing the annual report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period.

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

- select suitable accounting policies and then apply them consistently;

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

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

BALTIC FREEHOLD PROPERTIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BALTIC FREEHOLD PROPERTIES LIMITED
- 3 -
Opinion

We have audited the financial statements of Baltic Freehold Properties Limited (the 'company') for the year ended 30 September 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 30 September 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

BALTIC FREEHOLD PROPERTIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BALTIC FREEHOLD PROPERTIES LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport. 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

BALTIC FREEHOLD PROPERTIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BALTIC FREEHOLD PROPERTIES LIMITED (CONTINUED)
- 5 -

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 auditor's 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.

Francis Corbishley (Senior Statutory Auditor)
For and on behalf of Moore NHC Audit Limited, Statutory Auditor
Chartered Accountants
East Wing
Goffs Oak House
Goffs Lane
Goffs Oak
Hertfordshire
EN7 5GE
31 May 2026
BALTIC FREEHOLD PROPERTIES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -
2025
2024
Notes
£
£
Turnover
150,000
150,000
Administrative expenses
(9,154)
(5,899)
Profit before taxation
140,846
144,101
Tax on profit
4
-
0
-
0
Profit for the financial year
140,846
144,101

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BALTIC FREEHOLD PROPERTIES LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 7 -
30 September 2025
29 September 2024
Notes
£
£
£
£
Fixed assets
Investment property
5
7,150,000
7,150,000
Current assets
Debtors
6
460,048
318,103
Cash at bank and in hand
4,008
4,008
464,056
322,111
Creditors: amounts falling due within one year
7
(4,504,666)
(4,503,567)
Net current liabilities
(4,040,610)
(4,181,456)
Total assets less current liabilities
3,109,390
2,968,544
Provisions for liabilities
(663,042)
(663,042)
Net assets
2,446,348
2,305,502
Capital and reserves
Called up share capital
9
1,000
1,000
Profit and loss reserves
2,445,348
2,304,502
Total equity
2,446,348
2,305,502

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

The financial statements were approved by the board of directors and authorised for issue on 31 May 2026 and are signed on its behalf by:
M J Lyras
Director
Company registration number 09795969 (England and Wales)
BALTIC FREEHOLD PROPERTIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 30 September 2023
1,000
2,410,401
2,411,401
Year ended 29 September 2024:
Profit and total comprehensive income
-
144,101
144,101
Dividends
-
(250,000)
(250,000)
Balance at 29 September 2024
1,000
2,304,502
2,305,502
Year ended 30 September 2025:
Profit and total comprehensive income
-
140,846
140,846
Balance at 30 September 2025
1,000
2,445,348
2,446,348
BALTIC FREEHOLD PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 9 -
1
Accounting policies
Company information

Baltic Freehold Properties Limited is a private company limited by shares incorporated in England and Wales. The registered office is 24-26 Baltic Street, London, EC1Y 0RP.

1.1
Reporting period

The company's year end was extended by one day from 29 September to 30 September. This was in order to bring the period end in line with the other companies within the group. The comparative amounts presented in the financial statements (including the related notes) are therefore not entirely comparable.

1.2
Basis of preparation

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 sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.3
Turnover

Turnover represents of rental income recognised over the period of the lease and excludes VAT.

1.4
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.5
Cash and cash equivalents

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

1.6
Financial instruments

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.

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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

BALTIC FREEHOLD PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 10 -
Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

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.

1.8
Employee benefits

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.

1.9
Foreign exchange

Transactions in currencies other than pounds sterling 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 in the period are included in profit or loss.

1.10

Critical accounting judgements and key sources of estimations uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions which affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. The key source of estimation uncertainty as at the reporting date is considered to be the fair value of the investment.

2
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
BALTIC FREEHOLD PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
3
Employees

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

2025
2024
Number
Number
Total
2
2
4
Taxation

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
140,846
144,101
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
35,212
36,025
Group relief
31,738
37,738
Transfer pricing adjustment
(66,950)
(73,763)
Taxation charge for the year
-
-
5
Investment property
2025
£
Fair value
At 30 September 2024 and 30 September 2025
7,150,000

The fair value of the investment property has been arrived at on the basis of a valuation carried out at 30 September 2021 by Saul Gerrard Chartered Surveyors, who are not connected with the company. The directors consider that the fair value of the investment property has not changed materially since the date of the latest valuation.

6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
11,221
11,221
Amounts owed by group undertakings
448,827
306,882
460,048
318,103

The amounts due from a fellow subsidiary are unsecured, interest free and repayable on demand.

BALTIC FREEHOLD PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
4,497,831
4,497,831
Other creditors
6,835
5,736
4,504,666
4,503,567

The amounts due to fellow subsidiary are interest free and repayable on demand.

8
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Revaluations
663,042
663,042
There were no deferred tax movements in the year.
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
1,000
1,000
1,000
1,000

All shares carry equal rights.

BALTIC FREEHOLD PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
10
Related party transactions

An operating lease is in place with Baltic Health and Fitness Limited, a fellow subsidiary, in relation to the investment property held. Rental income of £150,000 (2024: £150,000) was due to the company in respect of the year ended 30 September 2025 and £448,827 (202 4: £306,882) was outstanding at the reporting date.

At the year end, the company owed £4,497,831 (202 4: £4,497,83 1) to Baltic Health and Fitness Limited, which is a wholly owned subsidiary of Ocean Spirit Limited.

11
Operating Lease Receivables

As at the year end the company had future minimum lease receivables for land and buildings, under non-cancellable operating leases as follows:

2025
2024
£
£
Within one year
150,000
150,000
Between two and five years
75,000
225,000
225,000
375,000
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