Clerkenwell Lifestyle (UK) Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Clerkenwell Lifestyle (UK) Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 10860189 . The registered office is 7th Floor, 105 Strand, London, WC2R 0AA.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied.

2.2. Going Concern Disclosure

The directors intend to place the company into members' voluntary liquidation before the end of 2026. Accordingly, the directors do not consider it appropriate to prepare the financial statements on a going concern basis.

The financial statements have therefore been prepared on a basis other than going concern. In preparing the financial statements, the directors have reviewed the carrying amounts and classification of the company's assets and liabilities by reference to the amounts expected to be realised or settled as the company's affairs are wound up.

Assets have been stated at no more than their estimted recoverable amounts and liabilities have been recognised at the amounts expected to be required to settle the company's obligations.

The director expects that the company will be able to discharge its liabilities in full and that the remaining net assets will be available for distribution to shareholders.

2.3. Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents rents receivable by the company in respect of the year. Rental income from operating leases is credited to profit or loss on a straight-line basis of the term of the lease.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

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Clerkenwell Lifestyle (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.4. Investment Properties

Investment property is carried at fair value determined annually by the director, based on information available to him including, but not restricted to, that derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided for. Changes in fair value are recognised in the profit and loss account.

2.5. Stocks and Work in Progress

Stock is stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each balance sheet date, stock is 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.

2.6. Financial Instruments

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment.

Impairment of financial assets

A financial asset is impaired when events, subsequent to its initial recognition, indicate the estimated future cash flows derived from the financial asset in question have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset's original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities and equity instruments

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Derecognition of financial assets

...CONTINUED

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Clerkenwell Lifestyle (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. Financial Instruments - continued

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

2.7. Foreign Currencies

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At the balance sheet date foreign currency monetary items are translated using the closing exchange rate.

2.8. Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 1 (2024: 1)

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Clerkenwell Lifestyle (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Investment Property

	2025
	£
Fair Value
As at 1 January 2025	47,400,000
Disposals	(47,400,000 )

As at 31 December 2025	-

If the investment property had been accounted for under the historical cost accounting rules, the property would have been measured as follows:

	2025	2024
	£	£
Cost	-	43,277,262

5. Stocks

	2025	2024
	£	£
Work in progress	-	2,020,000

6. Debtors

	2025	2024
	£	£
Due within one year
Amounts owed by group undertakings	-	17,566
Other debtors	919,987	609,681

	919,987	627,247

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	299,844	410,320
Other creditors	507,701	44,354,505

	807,545	44,764,825

Other creditors includes loans of £0 (2024: £42,305,080) secured by fixed and floating charges over the company's freehold property and all of its other assets.

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Clerkenwell Lifestyle (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

8. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	7,511,734	7,511,734

9. Exceptional Items

During the year ended 31 December 2024 the company recognised gains arising from the restructuring of its borrowings with certain lenders.

The total gain recognised was £36,490,633, comprising:

Loan capital waived £22,442,305

Accrued interest waived £14,048,328

The loan capital waiver was included in other operating income, while the interest waiver was included within interest payable and similar charges in the statement of comprehensive income.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Investment Properties	4		-		47,400,000

			-		47,400,000
CURRENT ASSETS
Stocks	5	-		2,020,000
Debtors	6	919,987		627,247
Cash at bank and in hand		31,754		160,380

		951,741		2,807,627
Creditors: Amounts Falling Due Within One Year	7	(807,545 )		(44,764,825 )

NET CURRENT ASSETS (LIABILITIES)			144,196		(41,957,198 )

TOTAL ASSETS LESS CURRENT LIABILITIES			144,196		5,442,802

NET ASSETS			144,196		5,442,802

CAPITAL AND RESERVES
Called up share capital	8		7,511,734		7,511,734
Profit and Loss Account			(7,367,538 )		(2,068,932 )

SHAREHOLDERS' FUNDS			144,196		5,442,802