The directors present their annual report of The Stage Shoreditch Residential Holdco Limited (the "Company") for the year ended 31 December 2025.

The principal activity of the Company continued to be that of a holding company.

The Company has a loss for the period amounting to £42,017,071 (2024: £47,416,888). During the year, the directors did not recommend any dividend payment (2024: £nil).

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

The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors' report.

The directors anticipate that the activity of the Company will continue for the foreseeable future.

Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 September 2027 (the ‘going concern period’). At 31 December 2025, the Company has net current liabilities of £144,208 (2024: £nil) and net assets of £26,860,193 (2024: £68,877,264).

The directors have prepared a detailed forecast of expected operational outgoings, incorporating severe but plausible downside risks, and have considered projected income, expenditure, and financing costs during the going concern period for this Company as part of the group of residential property companies (“Residential Group”) party to the Macquarie facility.

The Company’s ability to meet scheduled loan repayments over the going concern period is dependent on the achievement of forecast sales targets and/or the availability of additional funding from the members of the Stage Shoreditch LLP group. These conditions indicate that the Company may not be able to generate sufficient cash flows to settle its liabilities as they fall due in accordance with the contractual amortisation schedule.

These matters represent conditions that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, on its ability to realise its assets and discharge its liabilities in the normal course of business.

Notwithstanding these conditions, the directors have a reasonable expectation that the Company will meet its amortisation targets from sales proceeds with any shortfall funded by the members of the Stage Shoreditch LLP group. This expectation is based on the financial outlook of the members, their track record of providing financial support to the Company and its continued willingness to do so in order to protect their invested economic interest. The directors also consider it likely that the conditions for extending the loan facility will be satisfied. For these reasons the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period up until 30 September 2027, being the going concern period and therefore considers it appropriate to prepare the financial statements on a going concern basis.

Ernst & Young LLP were re-appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The Company has taken the exemption under Section 414B of the Companies Act 2006 from the requirement to prepare a Strategic Report for the financial period. In preparing this report, the directors have taken the advantage of the exemptions under the small companies regime provided by section 415A of the Companies Act 2006 from certain Director's report disclosures.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information being information needed by the auditor in connection with preparing its report, of which the Company’s auditor is unaware. Having made enquiries of fellow directors and the auditor, each director has taken all the steps that they are obliged 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.

Details of any subsequent events are set out in note 13.

This report was approved by the board on 24 June 2026 and has been prepared in accordance with the small companies regime of the Companies Act 2006.

The directors are responsible for preparing the Directors' 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) including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

We have audited the financial statements of The Stage Shoreditch Residential Holdco Limited (the ‘Company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 13, 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 FRS 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 31 December 2025 and of its loss 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.

Material uncertainties relating to going concern

We draw attention to Note 1.3 in the financial statements, which indicates that the Company has material uncertainties regarding its ability to continue as a going concern. The material uncertainties relate to (i) Company’s ability to generate income to pay off the loan balance and (ii) whether the Company will be able to secure additional commitment from its parent company to cover the identified cash shortfall within the going concern period.

As stated in Note 1.3, these events or conditions, along with the other matters as set forth in the note, indicate that material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a 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. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.

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 this 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 the 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 the audit:

• the information given in the directors’ report 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.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report.

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’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.

As explained more fully in the directors’ responsibilities statement set out on page 3, 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.

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.

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 irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006, and those relating to its reporting framework being United Kingdom Generally Accepted Accounting Practice.

• We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of minutes of board meetings of the Company as well as validating how policies and procedures in these areas are communicated and monitored. We also read any correspondence with relevant authorities.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by making enquiries of management and those charged with governance. Where this risk was considered to be higher, we performed audit procedures in response to the identified fraud risks. These procedures included testing of specific accounting journal entries and focused testing on the valuation of the inventories and income recognition. We also considered management’s incentives around improving the performance of the Company, the opportunities available to execute any such actions through management override as well as the controls that the Company has established to address any such risks identified, including to prevent, deter and detect fraud and the monitoring of such controls by management.

• Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved supplementing our enquiries of management and those charged with governance with review of meeting minutes.

A further description of our responsibilities for the audit of the financial statements is located 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.

The statement of comprehensive income has been prepared on the basis that all amounts relate to continuing operations.

The notes on pages 10 - 16 form part of these financial statements.

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

The Stage Shoreditch Residential Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 72 Welbeck Street, London, W1G 0AY. The Company number is 15358216. The date of incorporation was 18 December 2023.

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 amounts in these financial statements are rounded to the nearest £. The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company has taken the exemption under section 1A.7 of FRS 102 from the requirement to prepare a statement of cash flows and related disclosures for the financial period.

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 30 September 2027 (the ‘going concern period’). At 31 December 2025, the Company has net current liabilities of £144,208 (2024: £nil) and net assets of £26,860,193 (2024: £68,877,264). true

The directors have prepared a detailed forecast of expected operational outgoings, incorporating severe but plausible downside risks, and have considered projected income, expenditure, and financing costs during the going concern period for this Company as part of the group of residential property companies (“Residential Group”) party to the Macquarie facility.

The Company’s ability to meet scheduled loan repayments over the going concern period is dependent on the achievement of forecast sales targets and/or the availability of additional funding from the members of the Stage Shoreditch LLP group. These conditions indicate that the Company may not be able to generate sufficient cash flows to settle its liabilities as they fall due in accordance with the contractual amortisation schedule.

These matters represent conditions that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, on its ability to realise its assets and discharge its liabilities in the normal course of business.

Notwithstanding these conditions, the directors have a reasonable expectation that the Company will meet its amortisation targets from sales proceeds with any shortfall funded by the members of the Stage Shoreditch LLP group. This expectation is based on the financial outlook of the members, their track record of providing financial support to the Company and its continued willingness to do so in order to protect their invested economic interest. The directors also consider it likely that the conditions for extending the loan facility will be satisfied. For these reasons the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period up until 30 September 2027, being the going concern period and therefore considers it appropriate to prepare the financial statements on a going concern basis.

Investments are initially measured at cost. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the Statement of Comprehensive Income.

A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

The results of the Company are included in the consolidated financial statements of The Stage Shoreditch LLP, an entity incorporated in England and Wales. The financial statements of The Stage Shoreditch LLP are prepared in accordance with FRS102 and can be obtained from 72 Welbeck Street, London, W1G 0AY. Thus, the Company has taken the exemption under section 9.3 of FRS 102 from the requirement to consolidate results of its subsidiary for the financial period.

Cash and cash equivalents comprise cash at bank and in hand and are subject to insignificant risk of changes in fair value.

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 statement of financial position 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, 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.

Financial assets, other than those held at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset and it is certain that the carrying amount will not be recovered in full. If an asset is impaired, the impairment loss is the difference between the carrying amount and recoverable amount. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.

Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled.

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.

The tax expense represents the sum of the tax currently payable and deferred tax movements.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. Unrelieved tax losses and other deferred tax assets are recognised only to the extent it is more likely than not that they will be recognised against the reversal of deferred tax liabilities or other future taxable profits.

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following are the Company's key sources of estimation uncertainty and areas requiring significant judgement:

Investments are initially measured at cost. The investments are assessed for impairment at each reporting date.

Investment carrying values are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of an asset or cash-generating unit is not recoverable.

Impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income, see note 6 for impairment loss in the year.

The Company establishes provisions depending on reasonable estimates based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

The Company recognises estimates in relation to accrued expenses recorded at the year end based on past experience of similar outgoings incurred or their knowledge of the expected outgoings to be incurred depending on the nature of goods or services rendered that are yet to be billed.

The average monthly number of persons (including directors) employed by the Company during the year/period was nil (2024: nil).

No non-audit services were provided during the year (2024: nil).

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

On 8 January 2024, the Company wholly invested in the ordinary share capital of The Stage Shoreditch Residential Limited, registered in England and Wales.

Amounts due to group undertakings are unsecured, interest free and payable on demand without restrictions.

Included in amounts due to group undertakings is an unsecured, interest free loan of £10,986,436 (2024: £17,228,502) from the Company's subsidiary, The Stage Shoreditch Residential Limited, which is payable on demand without restrictions. Accordingly this has been classified as current.

At the reporting date, the Company has provided a guarantee in respect of a commercial loan of £188m (2024: £188m) held with Macquarie Principal Finance Pty Limited, UK via a fixed and floating charge on its assets and shares. The Company does not have any other financial commitments, guarantees and contingencies aside from the disclosed commitments.

On 4 March 2026, the shares of the Company were transferred to The Stage Shoreditch Master Residential Limited, an entity incorporated in England and Wales replacing The Stage Shoreditch (Master) Unit Trust, an entity incorporated in Jersey as the immediate parent undertaking.

The smallest group in which the results of the Company are consolidated is that prepared by The Stage Shoreditch LLP. Copies of the consolidated financial statements of The Stage Shoreditch LLP are publicly available from 72 Welbeck Street, London, W1G 0AY.

At the reporting date, amounts due to fellow members of the Group was £10,986,436 (2024: £17,228,602).

At 31 December 2025, the amounts owed to related party, CH Capital A Holdings LLC being a member of the parent undertaking of the group, The Stage Shoreditch LLP was £2,994,771 (2024: £nil).

The Company has taken advantage of the exemption afforded by FRS 102.33.1A not to disclose transactions between wholly owned members of the Group.

On 30 April 2026, the Company by way of debt capitalisation issued 200 shares of £1 each at an aggregate price of £4,677,734 to The Stage Shoreditch Master Residential, its parent entity.