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Registered number: 15862502
PARTICLE HY LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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PARTICLE HY LIMITED
COMPANY INFORMATION
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Ariel Podrojski (appointed 29 July 2024)
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101 New Cavendish Street,
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Chartered Accountants & Registered Auditors
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PARTICLE HY LIMITED
CONTENTS
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Independent auditors' report
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Statement of profit or loss and other comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Detailed profit and loss account and summaries
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PARTICLE HY LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director presents his report and the financial statements for the period ended 31 December 2025.
The director who served during the period was:
Ariel Podrojski (appointed 29 July 2024)
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Director's responsibilities statement
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The director is responsible for preparing the Director's report and the financial statements, in accordance with applicable law.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
Under company law the director 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 the financial statements, the director is required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The director is 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. The director is responsible for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and has general responsibility for taking such steps as are reasonably open to the director to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Company's principal activity throughout the period is that of property investment.
Disclosure of information to auditors
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The director at the time when this Director's report is approved has confirmed that:
∙so far as is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
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PARTICLE HY LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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PARTICLE HY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PARTICLE HY LIMITED
We have audited the financial statements of Particle HY Limited for the period ended 31 December 2025 which comprise the Statement of profit or loss and other comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 11 - 12. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
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 period then ended;
∙have been properly prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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PARTICLE HY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PARTICLE HY LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the director's responsibilities statement on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent
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PARTICLE HY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PARTICLE HY LIMITED (CONTINUED)
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: Housing Act 2004 and the Companies Act 2006.
• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates;
A further description of our 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 auditors' report.
Neville Newman (Senior statutory auditor)
for and on behalf of
Harris & Trotter LLP
Chartered Accountants
Registered Auditors
101 New Cavendish Street
1st Floor South
London
W1W 6XH
15 May 2026
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PARTICLE HY LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total comprehensive income
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The notes on pages 11 to 19 form part of these financial statements.
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PARTICLE HY LIMITED
REGISTERED NUMBER: 15862502
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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PARTICLE HY LIMITED
REGISTERED NUMBER: 15862502
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Issued capital and reserves
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The financial statements on pages 6 to 19 were approved and authorised for issue by the board of director and were signed on its behalf by:
The notes on pages 11 to 19 form part of these financial statements.
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PARTICLE HY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total comprehensive income for the period
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Transfers to/from other reserves
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Transfer to/from retained earnings
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Total contributions by and distributions to owners
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The notes on pages 11 to 19 form part of these financial statements.
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PARTICLE HY LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Movements in working capital:
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Increase in trade and other receivables
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Increase in trade and other payables
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Payments for investment property
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Net cash used in investing activities
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Cash flows from financing activities
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Interest paid on loan notes
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Net cash from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the end of the period
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The notes on pages 11 to 19 form part of these financial statements.
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
1.Accounting policies
The financial statements have been prepared on a going concern basis. Having reviewed future forecasts, allowing for reasonable effects of current and future market conditions, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. All of the Company's property interests held under operating leases to earn rentals or for capital appreciation purposes are accounted for as investment properties and are measured using the fair value model. Gains and losses arising from changes in the fair value of investment properties are included in profit or loss in the period in which they arise.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Particle HY Limited (the 'Company') is a limited company incorporated in the United Kingdom. The Company's registered office is at 101 New Cavendish Street,, 1st Floor South, London, W1W 6XH. The Company's principal activity is the letting of investment property.
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on .
Details of the Company's accounting policies, including changes during the period, are included in note 1.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
3.1 Basis of measurement
The financial statements have been prepared on the historical cost basis.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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Accounting estimates and judgments
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5.1 Estimates and assumptions
Deferred & Accrued Income
Due to contracts with tenants often beginning part-way through the month, along with tenants making payments for multiple months in advance, deferred and accrued income arises. This is estimated based on the amounts specified in rental agreements, tenant move in dates and rental payment dates agreed.
Initial recognition of liabilities at amortised cost
Liabilities have been recognised at amortised cost using an appropriate effective rate of interest.
Depreciation
Furniture and fittings are depreciated over an estimated useful life of 3 years using the straight-line method.
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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The following is an analysis of the Company's revenue for the period from continuing operations:
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Timing of revenue recognition:
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Rental income from investment property
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Finance income and expense
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Recognised in profit or loss
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Total interest income arising from financial assets measured at amortised cost or FVOCI
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Other loan interest payable
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Net finance expense recognised in profit or loss
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Property, plant and equipment
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Accumulated depreciation and impairment
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Charge owned for the period
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(i) Non-current assets at fair value
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Trade and other receivables
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Prepayments and accrued income
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Total current trade and other receivables
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Total current trade and other payables
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Total loans and borrowings
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The bank loan from Investec Bank Plc is secured by way of fixed and floating charges on the Company's property and undertakings.
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Ordinary shares of £1.00 each
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Ordinary shares of £1.00 each
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PARTICLE HY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Related party transactions
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Details of transactions between the Company and its related parties are disclosed below.
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14.1 Loans from related parties
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The immediate parent undertaking is Particle HY Holdco Ltd, a company registered in England and Wales. The address of the registered office is 101 New Cavendish Street, 1st Floor South, United Kingdom, W1W 6XH.
The ultimate controlling party is Keter Publishing House Ltd, a company registered in Israel.
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