REGISTERED NUMBER: 16054148 (England and Wales)

PBBE MARS PROPCO LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

31 OCTOBER 2024 TO 31 DECEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

8

DIRECTORS:

J P Jakeman

G E F Mackinnon

REGISTERED OFFICE:

One Bedford Avenue

London

WC1B 3AU

REGISTERED NUMBER:

16054148 (England and Wales)

ACCOUNTANTS:

Bessler Hendrie LLP

Chartered Accountants

Ashbourne House

The Guildway

Old Portsmouth Road

Guildford

Surrey

GU3 1LR

FIXED ASSETS

Investments

5

19,169

Investment property

6

44,409,940

44,429,109

CURRENT ASSETS

Debtors

7

9,963

Cash at bank

2,155,068

2,165,031

CREDITORS

Amounts falling due within one year

8

(14,856,771

)

NET CURRENT LIABILITIES

(12,691,740

)

TOTAL ASSETS LESS CURRENT LIABILITIES

31,737,369

CREDITORS

Amounts falling due after more than one year

9

(20,800,576

)

PROVISIONS FOR LIABILITIES

(548,250

)

NET ASSETS

10,388,543

CAPITAL AND RESERVES

Called up share capital

8,002,864

Fair value reserve

10

1,644,761

Retained earnings

10

740,918

10,388,543

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

The members have not required the company to obtain an audit of its financial statements for the period 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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

G E F Mackinnon - Director

1.	STATUTORY INFORMATION

PBBE Mars Propco Limited 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Significant judgements and estimates

The directors have made key assumptions in the determination of the fair value of an investment property. The valuation method is further described in the investment property note together with the valuation of the property at the reporting date.

Turnover

Turnover represents rental income under operating leases from investment properties held, excluding value added tax. Rentals receivable under operating leases are charged to income on a straight line basis over the lease term.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Investment properties are held to earn rentals and/or for capital appreciation and are accounted for in accordance with Section 16 "Investment Property" of the Financial Reporting Standard 102. Investment property is initially measured at cost, including transaction costs. Subsequently investment property is shown at the most recent valuation, being the fair value of the property. Any aggregate surplus or deficit arising from changes in fair value is recognised in the income statement and is then transferred to non distributable reserves on the balance sheet.

Financial instruments

Financial instruments are classified as basic or non-basic following the conditions on FRS 102 Section 11. Basic financial instruments are initially measured at transaction price and subsequently recognised at amortised cost using the effective interest method.

Derivative financial instruments are non-basic and are measured at fair value. Changes in fair value are recognised in the income statement in the period in which they arise. The valuations of derivative instruments are undertaken, on an instrument-by-instrument basis, by external expert parties based on prevailing and observable market data inputs and estimates relative to future interest obligations.

The company uses derivative instruments to manage its exposure to interest rate risk on its variable rate borrowings. The derivatives have not been designated in a hedging relationship.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions denominated in foreign currencies are recorded in the local currency at actual exchange rates as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date (or, where appropriate, at the date of exchange in a related forward exchange contract). Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the profit and loss account. Non-monetary items are not re-translated at the balance sheet date and are recognised at their transaction cost.

Reserves

The company's reserves are as follows:

a) The fair value reserve includes fair value adjustments arising on investment properties and deferred tax movements directly related to these adjustments. The reserve is non-distributable.

b) Retained earnings represents cumulative profits or losses, net of dividends paid and transfers out of non-distributable amounts. The reserve is distributable.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

5.	FIXED ASSET INVESTMENTS OR

OTHER FINANCIAL ASSETS

£

Cost of the derivative

150,337

Fair value loss

(131,168

)

19,169

Financial assets relate to an interest rate derivative in relation to a bank loan (see note 10). At the period end, the fair value of the derivative was measured at £19,169 and the fair value movement of £131,168 has been recognised in the profit and loss account. The derivative matures in May 2028.

6.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

Additions

42,216,929

Revaluations

2,193,011

At 31 December 2025

44,409,940

NET BOOK VALUE

At 31 December 2025

44,409,940

During the period, the company acquired both freehold and leasehold investment properties. The directors have valued the freehold and leasehold properties at 31 December 2025 as £44,409,940; this is deemed by the directors to represent an appropriate fair value at the reporting date and be equivalent to the open market value.

If all the properties were sold at their open market value at the balance sheet date, there would be an estimated tax liability arising of £548,250 at the UK main corporation tax rate of 25%. A deferred tax liability has been recognised in respect of this and has been transferred in full to non-distributable reserves.

Fair value at 31 December 2025 is represented by:

£

Valuation in 2025

44,409,940

If the properties had not been revalued they would have been included at the following historical cost:

£

Cost

42,216,929

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

9,963

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

12,587,136

Taxation and social security

435,284

Other creditors

1,834,351

14,856,771

Creditors falling due in less than one year includes several loans of £5,307,136, £2,500,000 and £4,780,000 from the parent company. As at 31 December 2025 the facilities were due to mature within 6 months of the year end. Interest accrues on the loans at 6.75%, 6.75% and 6.50%, respectively. The full balances are due for settlement on the maturity dates.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Bank loans

20,800,576

On 15 May 2025, the company entered into a loan facility agreement with a financial Institution for a total amount of £21.45m. The loan accrues interest at the Sonia rate plus a 3% margin. The facility matures on 15 May 2028. At the reporting date, the net loan balance amounts to £21.45m. Issue costs of £811,967 were incurred, which have been deducted from the initial carrying value and are being amortised over the life of the loan. To reduce the interest rate risk on the above loan, the company entered into a financial derivative instrument. This loan is secured by a fixed and floating charge over all of the company's assets.

10.

RESERVES

Fair value

reserve

£

Transfer - change in fair value

2,193,011

Transfer - deferred tax on change in fair value

(548,250)

At 31 December 2025

1,644,761

The fair value reserve represents fair value adjustments arising on investment properties which have previously been taken to the income statement in the period they arose. The carrying value is after a provision has been made for deferred tax where appropriate.

11.	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.

12.	POST BALANCE SHEET EVENTS

The loans with group undertakings shown within creditors have been extended since the year end such that they are all due to mature on 30 June 2027.

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 PBBE Mars Propco Limited for the period ended 31 December 2025 which comprise the Income Statement, 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 PBBE Mars Propco Limited, 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 PBBE Mars Propco Limited and state those matters that we have agreed to state to the Board of Directors of PBBE Mars Propco Limited, 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 PBBE Mars Propco Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that PBBE Mars Propco Limited 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 profit of PBBE Mars Propco Limited. You consider that PBBE Mars Propco Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of PBBE Mars Propco Limited. 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 Directors, who 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

22 May 2026