REGISTERED NUMBER: 11861376 (England and Wales)

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 October 2025

for

C L Investments Holdings Limited

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Balance Sheet

4

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

8

DIRECTORS:

M K Rodwell

Mrs L C Sidoli

REGISTERED OFFICE:

c/o Parker Cavendish, Suite 301

Stanmore Business and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

REGISTERED NUMBER:

11861376 (England and Wales)

ACCOUNTANTS:

Parker Cavendish

Chartered Accountants

Suite 301, Stanmore Business

and Innovation Centre

Howard Road

Stanmore

Middlesex

HA7 1FW

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

DIRECTORS

The directors during the year under review were:

M K Rodwell

Mrs L C Sidoli

The directors holding office at 31 October 2025 did not hold any beneficial interest in the issued share capital of the company at 1 November 2024 or 31 October 2025.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

M K Rodwell - Director

29 July 2026

TURNOVER

7,960,152

7,211,182

Administrative expenses

(1,595,468

)

(1,590,523

)

6,364,684

5,620,659

Other operating income

4,964

41,444

OPERATING PROFIT

4

6,369,648

5,662,103

Interest receivable and similar income

359,939

71,317

6,729,587

5,733,420

Gain/loss on revaluation of investment property

-

2,069,932

6,729,587

7,803,352

Interest payable and similar expenses

(4,400,494

)

(3,790,660

)

PROFIT BEFORE TAXATION

2,329,093

4,012,692

Tax on profit

5

(405,671

)

(1,417,716

)

PROFIT FOR THE FINANCIAL YEAR

1,923,422

2,594,976

Profit attributable to:

Owners of the parent

1,923,422

2,594,976

FIXED ASSETS

Tangible assets

7

9,891

29,076

Investments

8

-

-

Investment property

9

147,121,776

129,590,000

147,131,667

129,619,076

CURRENT ASSETS

Debtors

10

2,920,122

15,622,809

Cash at bank

11

2,482,622

2,405,237

5,402,744

18,028,046

CREDITORS

Amounts falling due within one year

12

(62,804,259

)

(126,778,569

)

NET CURRENT LIABILITIES

(57,401,515

)

(108,750,523

)

TOTAL ASSETS LESS CURRENT LIABILITIES

89,730,152

20,868,553

CREDITORS

Amounts falling due after more than one year

13

(66,938,177

)

-

PROVISIONS FOR LIABILITIES

(3,363,852

)

(3,363,852

)

NET ASSETS

19,428,123

17,504,701

CAPITAL AND RESERVES

Called up share capital

1,406

1,047

Merger reserve

16

(1,297

)

(938

)

Retained earnings

19,428,014

17,504,592

SHAREHOLDERS' FUNDS

19,428,123

17,504,701

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

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

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

M K Rodwell - Director

FIXED ASSETS

Tangible assets

7

-

-

Investments

8

10,766,993

6,129,948

Investment property

9

-

-

10,766,993

6,129,948

CURRENT ASSETS

Debtors

10

119,234,842

97,421,402

Cash at bank

11

1,025,635

1,394,948

120,260,477

98,816,350

CREDITORS

Amounts falling due within one year

12

(67,099,970

)

(108,323,007

)

NET CURRENT ASSETS/(LIABILITIES)

53,160,507

(9,506,657

)

TOTAL ASSETS LESS CURRENT LIABILITIES

63,927,500

(3,376,709

)

CREDITORS

Amounts falling due after more than one year

13

(66,938,177

)

-

NET LIABILITIES

(3,010,677

)

(3,376,709

)

CAPITAL AND RESERVES

Called up share capital

1,406

1,045

Share premium

10,765,588

6,128,904

Retained earnings

(13,777,671

)

(9,506,658

)

SHAREHOLDERS' FUNDS

(3,010,677

)

(3,376,709

)

Company's loss for the financial year

(4,271,013

)

(4,055,794

)

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

M K Rodwell - Director

1.	STATUTORY INFORMATION

C L Investments Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of C L Investments Holdings Ltd and all its subsidiaries made up to 31 October 2025. During the year, the company acquired the shares of two subsidiaries previously held by the parent company, Consolidated London Investments Limited, in a share for share exchange. These have been accounted for under merger accounting and the group comparative figures now include the results and financial positions of these subsidiaries.

Turnover

Income comprises rent receivable from investment properties net of value added tax and is recognised on an accruals basis. Benefits provided to lessees in the form of rent free periods and capital contributions are treated as a reduction in the overall return on the lease and are recognised on a straight line basis over the full term of the lease.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

25% on cost

Investment property

Initial measurement

Investment properties are initially measured at cost.

Subsequent measurement

Investment properties are measured at fair value at each reporting date with changes in fair values recognised in profit or loss. No depreciation is provided in respect of investment properties.

Financial instruments

Derivative Financial Instruments

The company uses interest rate swap contracts to reduce exposure to interest rate risks.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and loss in the finance costs or income as appropriate.

The company does not currently apply hedge accounting for interest rate swap derivatives.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Cash at bank

Included in cash at bank are certain bank accounts with cash balances which are under the control of the lender as stipulated in the bank loan agreement. Rental receipts (excluding VAT) are paid into this account and are released by the lender after the deduction of the bank loan interest.

Going concern

At 31 October 2025, the company had a net liability position. The directors are of the opinion that the value of the company's investments in the principal subsidiaries is greatly in excess of cost and the group continues to operate profitably. Accordingly, the financial statements have been prepared on going concern basis.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less provision for impairments.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

19,185

19,185

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

404,242

462,652

Prior year tax adjustment

1,429

(103,924

)

Total current tax

405,671

358,728

Deferred tax

-

1,058,988

Tax on profit

405,671

1,417,716

6.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

7.	TANGIBLE FIXED ASSETS

Group

Fixtures

and

fittings

£

COST

At 1 November 2024

and 31 October 2025

76,740

DEPRECIATION

At 1 November 2024

47,664

Charge for year

19,185

At 31 October 2025

66,849

NET BOOK VALUE

At 31 October 2025

9,891

At 31 October 2024

29,076

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 November 2024

6,129,948

Additions

4,637,045

At 31 October 2025

10,766,993

NET BOOK VALUE

At 31 October 2025

10,766,993

At 31 October 2024

6,129,948

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

CL Investments 1 Limited

Registered office: United Kingdom

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL Investments 2 Limited

Registered office: United Kingdom

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL Investments 3 Limited

Registered office: United Kingdom

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

Blackridge Investments Limited

Registered office: United Kingdom

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL investments 4 Limited

Registered office:

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL Investments 5 Limited

Registered office:

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL investments 6 Limited

Registered office:

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL Investments 7 Limited

Registered office: United Kingdom

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

CL Investments 8 limited

Registered office: United Kingdom

Nature of business: Property Investment

%

Class of shares:

holding

Ordinary

100.00

9.	INVESTMENT PROPERTY

Group

Total

£

FAIR VALUE

At 1 November 2024

129,590,000

Additions

17,531,776

At 31 October 2025

147,121,776

NET BOOK VALUE

At 31 October 2025

147,121,776

At 31 October 2024

129,590,000

Fair value at 31 October 2025 is represented by:

£

Valuation in 2025

147,121,776

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

2025

2024

£

£

Cost

139,680,987

122,149,211

The investment properties were valued on an open market basis on 31 October 2025 by directors .

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade debtors

269,397

236,960

-

-

Amounts owed by group undertakings

143,350

12,996,419

70,576,928

48,758,053

Other debtors

846,628

383,180

-

-

Loans to group undertakings

-

-

48,657,914

48,657,914

Tax

362,673

344,288

-

-

Prepayments and accrued income

1,298,074

1,661,962

-

5,435

2,920,122

15,622,809

119,234,842

97,421,402

The company's loans to group undertakings are interest free and repayable on demand. Further information is given in note 14.

Group

The amounts owed by group undertakings comprise of balances due from the parent undertaking of C L Investments Holdings Ltd.

11.	CASH AT BANK

Group and company

Included in cash at bank are certain bank accounts with cash balances which are under the control of the lender as stipulated in the bank loan agreement. Rental receipts (excluding VAT) are paid into this account and are released by the lender after the deduction of the bank loan interest. At the year end, the amount included in the cash at bank total under the control of the lender amounted to £76,555 (group) and £564 (company).

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loans and overdrafts

-

50,392,500

-

50,392,500

Trade creditors

88,319

123,339

-

-

Amounts owed to group undertakings

9,856,846

24,049,915

17,293,023

8,164,881

Tax

131,026

-

-

-

VAT

310,095

264,058

-

-

Other creditors

957,384

661,924

-

-

Loans from group undertakings

49,657,914

49,657,914

49,657,914

49,657,914

Accruals and deferred income

1,802,675

1,628,919

149,033

107,712

62,804,259

126,778,569

67,099,970

108,323,007

The group's and the company's loans from group undertakings are interest free and repayable on demand. Further information is given in note 14.

Group

The amounts owed to group undertakings comprise of balances due to the parent undertaking of C L Investments Holdings Ltd.

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loans

67,386,800

-

67,386,800

-

Loan arrangement fees

(866,649

)

-

(866,649

)

-

Derivative financial instruments

418,026

-

418,026

-

66,938,177

-

66,938,177

-

14.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

2025

2024

2025

2024

£

£

£

£

Bank loan

67,386,800

50,392,500

67,386,800

50,392,500

The bank loan is secured by a charge over the investment properties held by the subsidiary companies and a floating charge over all assets. Additionally, the bank has a charge over the shareholdings in the subsidiary companies and a charge over subordinated loan agreements between the company and the subsidiaries.

15.	FINANCIAL INSTRUMENTS

Derivative financial instruments

The company had entered into interest rate swap contract to mitigate the interest rate risk on the bank loan. At 31 October 2025, the company had a liability of £418,026 (2024: £nil ) on its interest rate swap contract.

16.

RESERVES

Group

Merger

reserve

£

At 1 November 2024

(938

)

Merger reserve

(359

)

At 31 October 2025

(1,297

)

17.	CAPITAL COMMITMENTS

2025

2024

£

£

Contracted but not provided for in the

financial statements

-

270,914

18.	RETAINED EARNINGS

Group

The retained earnings of £19,428,014 (2024: £17,504,592) comprise distributable reserves of £9,190,364 (2024: £7,266,942) and non-distributable reserves of £10,237,650 (2024: £10,237,650) which relate to property revaluations less related deferred tax provision.