ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Financial Statements

Dakota Capella LLP

For the year ended 31 August 2025

Registered number: NC001441


Dakota Capella LLP

Information

Designated Members	Dakota Capella Limited
	Dakota Partners Limited
	Frances Investments Limited

LLP registered number

NC001441

Registered office

2 Downshire Road

Holywood

County Down

BT18 9LU

Independent auditor

Grant Thornton (NI) LLP

Chartered Accountants

Statutory Auditors

12 - 15 Donegall Square West

Belfast

BT1 6JH

Bankers

Danske Bank

Donegall Square West

Belfast

BT1 6JS

Solicitors

Davidson McDonnell

Longbridge House

24 Waring Street

Belfast

BT1 2DX


Dakota Capella LLP

Contents

	Page
Independent auditor's report	1 - 4
Balance sheet	5
Reconciliation of Members' interests	6
Notes to the financial statements	7 - 13

Independent auditor's report to the members of Dakota Capella LLP

Opinion

We have audited the financial statements of Dakota Capella LLP, which comprise the Statement of comprehensive income, the Balance sheet and the Reconciliation of Members' interests for the financial year ended 31 August 2025, and the related notes to the financial statements, 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, Dakota Capella LLP's ("the LLP's") financial statements:

∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the LLP as at 31 August 2025 and of its financial performance for the financial year then ended; and

∙have been properly prepared in accordance with the Companies Act 2006, as applied to limited liability partnerships.

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 "Responsibilities of the auditor for the audit of the financial statements" section of our report. We are independent of the LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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.

Material uncertainty related to going concern

In forming our opinion, which is not modified, we draw attention to the disclosures made in Note 2.2 of the financial statements regarding the impact of external factors.
The LLP’s external loan totalling £24,850,000 (2024: £25,850,000) at the balance sheet date falls due for repayment in October 2026. The LLP paid a further £2m to its lenders in February 2026. The Members have commenced initial discussions with the lenders for a further extension. If the extension is not granted, or an alternative agreement is not reached with the external lender, the LLP would be unable to continue as a going concern. As an extension has not been formally granted, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the LLP’s ability to continue as a going concern.
In auditing the financial statements, we have concluded the members’ use of going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the validity of the members’ assessment of the LLP’s ability to continue to adopt the going concern basis of accounting included consideration of the terms of the extension with the external lenders and the LLP’s members, including the reasonable expectation that the extension will be granted.

Page 1

Independent auditor's report to the members of Dakota Capella LLP

In view of the significance of the matter, we consider that it should be drawn to your attention. The ultimate outcome of the matter cannot at present be determined and the financial statements do not include any potential adjustments that may be required arising out of alternative outcomes.

Other information

Other information comprises information included in the annual report, other than the financial statements and our auditor's report thereon, including the Members' Report. The members are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters, where the Companies Act 2006, as applied to Limited Liability Partnerships, 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 members' remuneration specified by law are not made; or

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

∙the members were not entitled to take advantage of the small companies' exemptions, as applied to Limited Liability Partnerships, from the requirement to prepare a strategic report or in preparing the Members' Report.

Responsibilities of management and those charged with governance for the financial statements

As explained more fully in the Members' responsibility statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice), and for such internal control as the members determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Page 2

Independent auditor's report to the members of Dakota Capella LLP

In preparing the financial statements, management is responsible for assessing the LLP'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 management either intends to liquidate the LLP or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the LLP's financial reporting process.

Responsibilities of the auditor for the audit of the financial statement

The objectives of an auditor 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 their 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.

A further description of an auditor's 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 audit report.

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

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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

Based on our understanding of the Partnership and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Data Privacy law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.

Page 3

Independent auditor's report to the members of Dakota Capella LLP

In response to these principal risks, our audit procedures included but were not limited to:
- inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
- inspection of the partnerships’s regulatory and legal correspondence and review of minutes of the board of members meetings during the year to corroborate inquiries made;
- gaining an understanding of the internal controls established to mitigate risk related to fraud;
- discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
- identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
- designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
- challenging assumptions and judgements made by management in their significant accounting estimates, including the market value of investment property and estimating an allowance for the impairment of debtors; and
- review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the LLP's members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006, as applied to Limited Liability Partnerships. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an audit 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 LLP and the LLP's members as a body, for this report, or for the opinions we have formed.

Louise Kelly FCA (Senior statutory auditor)

for and on behalf of

Grant Thornton (NI) LLP

Chartered Accountants & Statutory Auditors

Belfast

2 June 2026

Page 4


Dakota Capella LLP Registered number:NC001441

Balance sheet

As at 31 August 2025

		2025		2024
Note		£		£

Fixed assets
Investment property	6		38,480,000		38,480,000
			38,480,000		38,480,000
Current assets
Debtors: amounts falling due within one year	7	1,161,006		1,337,053
Cash at bank and in hand	8	1,746,660		2,612,498
		2,907,666		3,949,551
Current liabilities
Creditors: amounts falling due within one year	9	(41,991,488)		(41,818,407)
Net current liabilities			(39,083,822)		(37,868,856)
Total assets less current liabilities			(603,822)		611,144
Net (liabilities)/assets attributable to members			(603,822)		611,144

Represented by:
Members' other interests
Members' capital classified as equity	12,760,000		11,700,000
Other reserves classified as equity	(13,363,822)		(11,088,856)
Total members' interests		(603,822)		611,144

The financial statements have been prepared in accordance with the provisions applicable to entities subject to the small LLPs regime.

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

The entity has opted not to file the statement of comprehensive income in accordance with the provisions applicable to entities subject to the small LLPs regime.

The financial statements were approved and authorised for issue by the members and were signed on their behalf on 2 June 2026.

................................................

Tak Pong Matthew Ho on behalf of Dakota Capella Limited

Designated member

The notes on pages 7 to 13 form part of these financial statements.

Page 5


Dakota Capella LLP

Reconciliation of Members' interests

For the year ended 31 August 2025

	Members capital (classified as equity)	Other reserves	Total equity
	£	£	£
At 1 September 2023	8,000,000	(8,825,801)	(825,801)

Loss for year for discretionary division among members	-	(2,263,055)	(2,263,055)
Capital introduced by members	3,700,000	-	3,700,000

At 1 September 2024	11,700,000	(11,088,856)	611,144

Loss for year for discretionary division among members	-	(2,274,966)	(2,274,966)
Capital introduced by members	1,060,000	-	1,060,000
At 31 August 2025	12,760,000	(13,363,822)	(603,822)

The notes on pages 7 to 13 form part of these financial statements.

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests.

Page 6


Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

1.	General information

Dakota Capella LLP is a limited liability partnership incorporated in Northern Ireland. The registered office is 2 Downshire Road, Holywood, BT18 9LU. Its registered number is NC001441.

The principal activity of the LLP is the rental of investment property.

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the LLP's accounting policies (see note 3).

The financial statements are presented in Sterling.
The following principal accounting policies have been applied:

2.2

Going concern

The LLP’s external loan totalling £24,850,000 (2024: £25,850,000) at the balance sheet date falls due for repayment in October 2026. The LLP paid a further £2m to its lenders in February 2026. The Members have commenced initial discussions with the lenders for a further extension. If the extension is not granted, or an alternative agreement is not reached with the external lender, the LLP would be unable to continue as a going concern. As an extension has not been formally granted, these events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the LLP’s ability to continue as a going concern.
In auditing the financial statements, we have concluded the members’ use of going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the validity of the members’ assessment of the LLP’s ability to continue to adopt the going concern basis of accounting included consideration of the terms of the extension with the external lenders and the LLP’s members, including the reasonable expectation that the extension will be granted.
In view of the significance of the matter, we consider that it should be drawn to your attention. The ultimate outcome of the matter cannot at present be determined and the financial statements do not include any potential adjustments that may be required arising out of alternative outcomes.

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Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the LLP 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:

Rental of investment property
Revenue from a contract to lease the property is recognised in the period in which the property is occupied. Any rent free periods included within the lease agreement are spread across the useful life of the lease, when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably; and

∙it is probable that the LLP will receive the consideration due under the contract.

2.4

Operating leases: the LLP as lessor

Rental income from operating leases is credited to profit or loss on a straight line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

2.5

Interest income

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

2.6

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.

2.7

Borrowing costs

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

2.8

Investment property

Investment property is initially recognised at cost and will be 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 the Statement of comprehensive income.

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Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

2.Accounting policies (continued)

2.9

Debtors

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

2.10

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.

2.11

Creditors

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

2.12

Financial instruments

The LLP only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

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Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

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

Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The LLP makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

a) Market value of investment properties
Estimates are made in respect of the market value of investment properties. When assessing the market value of these assets, factors including current rent receivable and available data on current market yields and activity are considered.

b) Recoverability of debtors
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the aging profile of debtors concerned.

Employees

The entity has no employees (2024: none).

5.	Information in relation to members

No members received remuneration during the year (2024: £Nil).

The average monthly number of members during the year was 3 (2024: 3).

6.	Investment property

		Investment property
		£
	Valuation
	At 1 September 2024	38,480,000
	At 31 August 2025	38,480,000

The designated members have reviewed the carrying value of investment property as at 31 August 2025 and, in their opinion, consider it to be reflective of market value.

On 18th October 2023, the property was valued by BNP Paribus Real Estate, on an open market value for existing use basis. The valuer was a Chartered Member of the Royal Institution of Chartered Surveyors.

Page 10


Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

7.	Debtors: Amounts falling due within one year

					2025	2024
					£	£


Trade debtors	105,357	192,620
Amounts owed by related parties	4,831	3,431
Other debtors	44,786	5,613
Prepayments and accrued income	1,006,032	1,135,389
	1,161,006	1,337,053

8.	Cash at bank and in hand
		2025	2024
		£	£

	Cash at bank and in hand	1,746,660	2,612,498

9.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	24,850,000	25,850,000
Trade creditors	55,171	280,778
Amounts owed to related parties	15,828,596	14,473,813
Other taxation and social security	56,579	91,334
Other creditors	71,256	18,682
Accruals and deferred income	1,129,886	1,103,800
	41,991,488	41,818,407

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Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

Amounts falling due within one year
Bank loans	24,850,000	25,850,000



Total bank loans	24,850,000	25,850,000

The bank loans are secured by a fixed and floating charge over the assets of the Partnership. There are also negative charges over the investment property rental income and the leases.

Not later than 1 year	3,002,874	2,695,610
Later than 1 year and not later than 5 years	8,554,320	8,423,158
Later than 5 years	1,886,152	202,292
	13,443,346	11,321,060

Page 12


Dakota Capella LLP

Notes to the financial statements

For the year ended 31 August 2025

12.

Related party transactions

Dakota Capella Limited is a designated member of the Partnership. During the year, the Partnership paid expenses of £1,400 (2024: £750) on behalf of the Company. At the balance sheet date, Dakota Capella Limited owed the Partnership £4,831 (2024: £3,431).
Included within the amounts owed to related parties is a loan due to Frances Investments Limited, a designated member of the Partnership, of £1,301,981 (2024: £1,134,233). During the year, the Partnership made repayments of £nil (2024: £nil) and accrued interest of £167,748 (2024: £104,134) in respect of this loan. The Partnership incurred management fees of £Nil (2024: £Nil) from Frances Investments Limited during the year. The total amount due to Frances Investments Limited at the balance sheet date is £1,301,981 (2024:£1,134,233).
The Partnership is related to Dakota Capella (HK) Limited by virtue of common directors with the designated members. Included within the amounts owed to related parties is a loan due to Dakota Capella (HK) Limited of £14,476,615 (2024: £13,289,580). During the year, the Partnership made repayments of £Nil (2024: £Nil) and incurred interest of £1,187,035 (2024: £1,104,656) in respect of this loan. The Partnership also incurred management fees of £50,000 (2024: £50,000) from Dakota Capella (HK) Limited during the year. The total amount due to Dakota Capella (HK) Limited at the balance sheet date is £14,526,615 (2024: £13,339,580).
During the year the Partnership incurred and paid management charges of £230,000 (2024: £247,083) to Wirefox Management Limited, a company which is related by virtue of common directors with the designated members. At the balance sheet date, the amount owed to Wirefox Management Limited is £Nil (2024: £Nil).
During the year the Partnership incurred a recharge of travel expenses of £Nil (2024: £Nil) to Wirefox Services Limited, a company which is related by virtue of common directors with the designated members. At the balance sheet date, the amount owed to Wirefox Services Limited is £Nil (2024: £Nil).

13.	Post balance sheet events

There have been no significant events affecting the LLP since the year end.

14.	Controlling party

The limited liability partnership is controlled by the designated members.

Page 13