ACCOUNTS - Final Accounts

Analysis of the maturity of loans is given below:

Registered number: 11508884

THAMES PLAZA PLC

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

THAMES PLAZA PLC

COMPANY INFORMATION

Directors	J Martin
	T Martin


Registered number	11508884


Registered office	6th floor
	9 Appold Street
	London
	EC2A 2AP


Independent auditors	Moore Kingston Smith LLP
	Chartered Accountants
	4 Victoria Square
	St Albans
	Hertfordshire
	AL1 3TF

THAMES PLAZA PLC

CONTENTS

	Page
Director's Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Notes to the Financial Statements	9 - 13

THAMES PLAZA PLC

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 JULY 2025

The director presents his report and the financial statements for the year ended 31 July 2025.

Director's responsibilities statement

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Directors

The directors who served during the year were:

J Martin

T Martin

Disclosure of information to auditors

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.

Page 1

THAMES PLAZA PLC

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JULY 2025

Auditors

The auditors, Moore Kingston Smith LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

J Martin

Director

Date: 27 July 2026

Page 2

THAMES PLAZA PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMES PLAZA PLC

Opinion

We have audited the financial statements of Thames Plaza Plc (the 'Company') for the year ended 31 July 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet and the related notes, 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 the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 July 2025 and of its result 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 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.

Material uncertainty related to going concern

We draw attention to note 2.2 in the financial statements, which indicates that included within Creditors: Amounts due in greater than one year are loans which have a termination date within 12 months of the date of signing these financial statements. At the date of signing these accounts the group forecasts show that further financing deals will be required to complete the development. The company is pursuing this in the ordinary course of its business, pending receipt of planning permission for the planned developments. However due to the date of signing these financial statements these further fundings have not yet been formally agreed. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Companies' ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included evaluating management’s assessment of going concern, involving discussion with the directors, and review and challenge of the directors forecasts. We have identified that within one year from signing these financial statements that there is a potential additional funding requirement required and that this is still being negotiated

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Page 3

THAMES PLAZA PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMES PLAZA PLC (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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.

Opinion 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 Director's Report for the financial year 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; or

∙the director was 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 Director's Report and from the requirement to prepare a Strategic Report.

Page 4

THAMES PLAZA PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMES PLAZA PLC (CONTINUED)

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out 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 has 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:

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

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.

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 Auditors' 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.

Page 5

THAMES PLAZA PLC

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THAMES PLAZA PLC (CONTINUED)

Graham Wintle (Senior Statutory Auditor)

for and on behalf of

Moore Kingston Smith LLP

Chartered Accountants

4 Victoria Square

St Albans

Hertfordshire

AL1 3TF

28 July 2026

Page 6

THAMES PLAZA PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JULY 2025


Profit for the financial year

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024: £NIL).

The notes on pages 9 to 13 form part of these financial statements.

Page 7

THAMES PLAZA PLC

REGISTERED NUMBER: 11508884

BALANCE SHEET

AS AT 31 JULY 2025

		2025		2024
Note		£		£


Current assets
Stocks		49,649,974		41,259,042
Debtors: amounts falling due within one year	6	7,380,836		9,956,846
Cash at bank and in hand	7	788,948		77,462
		57,819,758		51,293,350
Creditors: amounts falling due within one year	8	(420,389)		(42,552,687)
Net current assets			57,399,369		8,740,663
Total assets less current liabilities			57,399,369		8,740,663
Creditors: amounts falling due after more than one year	9		(57,399,269)		(8,740,563)

Net assets			100		100

Capital and reserves
Called up share capital	100	100
	100	100

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Martin

Director

Date: 27 July 2026

Page 8

THAMES PLAZA PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

1.	General information

Thames Plaza Plc is a company limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 6th floor, 9 Appold Street, London EC2A 2AP. The principal activity of the company is that of a real estate development company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Going concern

The Company has prepared forecasts for the period of the development project which is longer than 12 months from the date of signing these accounts. The forecasts demonstrate that the land development is expected to be profitable and have a positive cashflow.

Included within Creditors: Amounts due in greater than one year are loans which have a termination date within 12 months of the date of signing these financial statements. Interest is due quarterly on these loans with capital repayment due at the termination date.

The directors have considered in their forecasts that the land development is in several phases and that further financing will be required at a similar time to income being available from the first phase of the development. These further funding deals are currently in negotiation and Heads of Terms have been agreed, however due to the date of signing these financial statements this further funding has not yet been formally agreed.

Whilst acknowledging that this further funding has not yet been agreed, the directors are confident that additional facilities will be arranged and that these financial statements should be prepared on a going concern basis.

2.3

Borrowing costs

Borrowing costs related to ongoing projects are included in work in progress as they are incurred.

2.4

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 9

THAMES PLAZA PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

2.Accounting policies (continued)

2.5

Debtors

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

2.6

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.7

Creditors

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

3.	Auditors' remuneration

Fees payable to the auditors are not included in Thames Plaza PLC as they are paid on its behalf by its fellow subsidary company Roots Hall Limited.

Employees

The average monthly number of employees, including directors, during the year was 2 (2024 - 2).

5.	Profit for the year

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income. The profit after tax of the Company for the year was £nil (2024 - £nil ).

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	7,276,198	9,874,113
Other debtors	81,684	36,455
Tax recoverable	22,954	46,278
	7,380,836	9,956,846

Page 10

THAMES PLAZA PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

7.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	788,948	77,462
	788,948	77,462

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

Other loans	-	41,554,805
Trade creditors	420,389	989,177
Other creditors	-	8,705
	420,389	42,552,687

The following liabilities were secured:
	2025	2024
	£	£

	Other loans	-	41,554,805
		-	41,554,805

Details of security provided:

The loans are secured over the land and work in progress held by the company.

Page 11

THAMES PLAZA PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

9.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Other loans	57,399,269	8,740,563
	57,399,269	8,740,563

The following liabilities were secured:
	2025	2024
	£	£


Other loans	57,399,269	8,740,563
	57,399,269	8,740,563

Details of security provided:

The loans are secured over the land and work in progress held by the company.

Page 12

THAMES PLAZA PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Amounts falling due within one year
Other loans	-	41,554,805
	-	41,554,805
Amounts falling due 1-2 years
Other loans	57,399,269	-
	57,399,269	-
Amounts falling due 2-5 years
Other loans	-	8,740,563
	-	8,740,563

	57,399,269	50,295,368

11.

Reserves

12.	Related party transactions
	Included in amounts owed by group undertakings is £7,254,748 (2024: £2,374,113) owed by the parent company Elounda LLP and £21,450 (2024: £7,500,000) owed by fellow subsidiary Roots Hall Limited

13.	Entity assets used to secure the debts of a third party

The parent company Elounda LLP has a fixed and floating charge over the whole of the respective assets of two of its subsidiaries: Thames Plaza Plc and Roots Hall Limited.

14.	Controlling party

The company is a 100% subsidiary of Elounda LLP. There is no ultimate controlling party.

Page 13