The directors present their annual report and financial statements for the period ended 31 December 2024.

The principal activity of the company continued to be that of a property holding company charging rent to a related entity.

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

Affinia (Stratford) 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.

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.

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

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.

Adverse Opinion

We have audited the financial statements of CD Welcombe Propco Limited (the 'company') for the period ended 31 December 2024 which comprise the profit and loss account, the balance sheet 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, because of the significance of the matters described in the basis for adverse opinion section of our report, the financial statements:

• do not give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of the Company’s loss for the year then ended;

• have not been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have not been prepared in accordance with the requirements of the Companies Act 2006.

Basis for adverse opinion

At the reporting date, the Company did not hold sufficient assets or liquid resources to settle their group and external borrowings in full should repayment be demanded. The Company was also in breach of certain loan covenants attached to their external borrowings. As a result of these breaches, the relevant lenders have the right to demand immediate repayment of the borrowings not withstanding waivers, extensions, refinancing arrangements or other amendments as agreed. Further details are set out in note 1.3 to the financial statements.

The Company's ability to continue as a going concern is dependent upon obtaining covenant waivers, refinancing existing borrowings and continued financial support from lenders and group undertakings. In our judgement, based on the audit evidence obtained we conclude that the management’s use of the going concern basis of accounting is inappropriate. Accordingly, the financial statements should have been prepared on a basis other than the going concern basis of accounting.

We conducted our audit in accordance with International Standards on Auditing (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.

The effects of this matter are material and pervasive to the financial statements and, accordingly, we have issued an adverse opinion.

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.

As described in the basis of the adverse opinion section, the Directors' Report has been prepared on the basis that the company is a going concern, we conclude that the Directors' Report contains a material misstatement consistent with the matter giving rise to our adverse opinion on the financial statements.

Opinions on other matters prescribed by the Companies Act 2006

Except for the effects of the matter described in the Basis for Adverse Opinion section of our report, in our opinion:

• the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

As described in the Basis for Adverse Opinion section, we have concluded that the company has inappropriately prepared the financial statements on the going concern basis. Consequently, the Directors' Report is materially misstated insofar as it assumes the appropriateness of that basis of preparation.

As explained more fully in the directors' responsibilities statement, 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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including, but not limited to, fraud and non-compliance with laws and regulations was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience.

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias

• investigated the rationale behind significant or unusual transactions; and

• observed and identified internal controls in place, specifically around payroll and bank transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC and reviewing for evidence of correspondence with legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and

regulations are from financial transactions, the less likely it is that we would become aware of non-compliance.

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to

enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may

involve deliberate concealment or collusion.

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.

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

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

CD Welcombe Propco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 210 C/O Novus Partnership Limited, Imex Centre, 575-599 Maxted Road, Hemel Hempstead, HP2 7DX.

The current accounting period is for 15 months, while the prior accounting period was for 9 months. Therefore,

the comparative amounts presented in the financial statements (including the related notes) will not be entirely

comparable.

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, 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of CD Welcombe Topco

Limited.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

In reaching this conclusion, the directors have considered historic and forecasted trading patterns, detailed cash flow forecasts, and seasonal impacts on liquidity. The directors recognise the Company’s requirement for continuing support from its lenders. The Company is continuing efforts to refinance its loans and obtain further funding that will enable it to strengthen its trading performance and maximise asset value.

Having considered the trading performance of the Company, the opportunities for increased revenues and profit margins from further investments in the Company, and the ongoing re-financing negotiations with the Company’s lenders, the directors are confident that the Company will remain a going concern for a period of at least 12 months from the date of approval of the financial statements.

Turnover represents the invoiced value, of rent and service charges, net of Value Added Tax.

Rent and service charges are recognised on a straight line basis over the term of the lease. Rent free periods or other incentives given to the lessee are accounted for as a reduction to the rental income and recognised on a straight line basis over the lease term.

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 at the reporting end date. Changes in fair value are recognised in profit or loss.

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.

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, 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 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.

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. 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.

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 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.

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.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Each period end, management are required to obtain a valuation of its investment property to assess for potential indicators for impairment and record necessary revaluation gains or losses in the Profit and Loss Account. Management outsource this valuation to a third party Chartered Surveyor and the basis for calculating the year end valuation can involve judgement, high levels of complexity and is made on an open market value basis by reference to market evidence of transaction prices for similar properties.

There is a continual and ongoing assessment and review of recoverability of debts due to and or from related entities. Assessment of this is taken by the underlying operating entities ability to help service the relevant debts as part of the financing arrangement of the group.

During the current year, the company provided against balances with group companies that were deemed to be irrecoverable.

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Impairments in the current and prior year relates to the valuation of the investment property. The fair value of the investment property has been arrived at by reference to the current market conditions at the date of the approval of the financial statements.

At the year-end, debtors included loans to CD Welcombe Opco Limited of £4,888,142 (2023: £1,750,000). These loans have been fully provided for at 31 December 2024, as they were deemed to be irrecoverable.

The long term debt includes a £14.28 million loan from parent company CD Welcombe Limited repayable in full on 3 November 2026. Interest payable is agreed at 14.5% per annum from 1 January 202 to 30 December 2024 (2023: 14.5%) accruing daily. This rate is considered appropriate in accordance with the arms length principle of the OECD guidelines.

Current year charges

Octopus Real Estate S.A.R.L hold fixed and floating charges over the trading assets,  fixtures, fittings plant and machinery owned by CD Welcombe OpCo Limited, and fixed and floating charges over the land held by CD Welcombe Propco Limited.

On 28 May 2025, the shares held by BB Principal Investments Limited (formerly Conquer Dawn Limited) were transferred to European Real Estate Investment Issuer Designated Activity Company becoming the new immediate and ultimate parent company. The registered office is 1 Francis Street, Dundalk, Louth, Ireland.

Subsequent, to the year end, the market value of the investment property by virtue of assessment to external market factors has resulted in an impairment of the value of the asset as detailed in note 7 of the accounts.

The parent company of CD Welcombe Propco Limited is CD Welcombe Limited. The ultimate parent company in the UK is CD Welcombe Topco Limited, which is consolidated itself.

The ultimate parent company is Conquer Dawn Limited with a registered office address at, 2nd Floor, Palmerston House, Denzille Lane, Dublin, Ireland.

Subsequent to the year end, on 28 May 2025, the shares held by Conquer Dawn Limited were transferred to European Real Estate Investment Issuer Designated Activity Company becoming the new immediate and ultimate parent company. The registered office is 1 Francis Street, Dundalk, Louth, Ireland.

There are no ultimate controlling parties.