Company Registration No. 03610855 (England and Wales)
SUSSEX PLACE VENTURES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
20 Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
England
PE2 6LR
SUSSEX PLACE VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

Sussex Place Ventures Limited ("SPV" or "the company") provides investment management services to venture capital funds and is authorised and regulated by the Financial Conduct Authority.

The funds are constituted as limited partnerships with investors having the status of limited partners. The general partners of these limited partnerships are limited companies and subsidiaries of SPV. Under the partnership agreements of the funds, the general partners have appointed SPV as investment manager with control over investments decisions.

Review of the business

SPV's business is the management of the following venture capital funds: Combined London Colleges University Challenge LP ("CLCUC"), Regents Park Partners LP ("RPP"), Regents Park Partners II ECF LP ("RPP2"), Regents Park Special Purpose 1 LLP ("RPSP") and Regents Park Special Purpose 2 LLP ("RPSP2").

The CLCUC fund was created in 1999 for the purpose of facilitating the commercial exploitation of academic research discoveries in the non-life science departments of the limited partner university colleges. A total of £4m was raised in the CLCUC fund, £3m of which was provided by The Office of Science and Technology as an award to the limited partner university colleges. The fund currently has one investment.

The RPP fund was created in 2007 and fundraising completed in 2008. Since then, SPV has leveraged the experience, knowledge and industry connections of London Business School's alumni for the benefit of the investors in this fund. Once the fund has returned to limited partners a sum equal to their commitments, further distributions (fund profit) will be shared with the London Business School Anniversary Trust. The fund currently has two (202 4 - three) investments in early stage businesses alongside co-investors.

The RPP2 fund was created in 2014, SPV raised £30 million from more than 80 investors and the UK government. The fund currently has five (202 4 - five) investments in a variety of early stage businesses, appropriately sized development capital deals and pre-IPO investments in more mature businesses alongside co-investors.

The RPSP fund was created in 2018 to co-invest alongside other SPV managed funds.

The RPSP2 fund was created in 2020 to co-invest alongside other SPV managed funds.

The business has performed in line with expectations during the financial year under review and the directors are satisfied with the results achieved.

Principal risk

SPV's main risk is considered to be liquidity risk, SPV's policy in respect of liquidity risk is to maintain readily accessible bank deposit accounts to ensure that it has sufficient funds for operations. Cash deposits are held in current accounts.

At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.

Working capital requirements are met principally out of retained profits. In addition, trade debtors and trade creditors arise directly from SPV's operations. SPV does not enter in any hedging arrangements.

SUSSEX PLACE VENTURES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Directors

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

Mr R I Gourlay
Mr J M Brimacombe
Mr B B L Terry
Auditor

In accordance with the company's articles, a resolution proposing that TC Group be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

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.

Small companies exemption

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

On behalf of the board
Mr R I Gourlay
Director
31 July 2026
SUSSEX PLACE VENTURES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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;

- 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.

SUSSEX PLACE VENTURES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 4 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
5
9
9
Current assets
Debtors
6
80,304
45,618
Cash at bank and in hand
74,662
90,989
154,966
136,607
Creditors: amounts falling due within one year
7
(135,952)
(57,172)
Net current assets
19,014
79,435
Net assets
19,023
79,444
Capital and reserves
Called up share capital
5,000
5,000
Profit and loss reserves
14,023
74,444
Total equity
19,023
79,444

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 31 July 2026 and are signed on its behalf by:
Mr R I Gourlay
Director
Company registration number 03610855 (England and Wales)
SUSSEX PLACE VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
1
Accounting policies
Company information

Sussex Place Ventures Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 Commerce Road, Lynch Wood, Peterborough, Cambridgeshire, England, PE2 6LR.

1.1
Accounting convention

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 a mounts 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.

1.2
Turnover

Turnover comprises the value of services provided during the year in the normal course of business.

Management fees are recognised in the profit and loss account in the year to which its guaranteed receipt relates.

Directors fees are recognised upon provision of directors services and time.

Arrangement fees are recognised when the relevant transactions is completed in accordance with the underlying agreement.

All turnover arises from the conduct of investment management services and related corporate finance services solely in the UK.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

SUSSEX PLACE VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash and cash equivalents

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.

1.5
Financial instruments

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

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.

Classification of financial liabilities

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

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 paymen ts 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. A m ounts 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.

SUSSEX PLACE VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.6
Equity instruments

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.

1.7
Employee benefits

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.

1.8
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.9
Foreign exchange

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.

1.10

Group accounts exemption

The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertaking comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.

2
Judgements and key sources of estimation uncertainty

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.

Management do not consider there to be any critical judgements or sources of estimation uncertainty requiring disclosure.

SUSSEX PLACE VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
11,964
15,330
4
Employees

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

2025
2024
Number
Number
Total
2
3

Amounts paid in respect of the highest paid directors were £102,916 (202 4 : £130,000).

5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
9
9
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
27,000
-
0
Amounts owed by group undertakings
48,772
39,316
Other debtors
4,532
6,302
80,304
45,618
SUSSEX PLACE VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
4,080
6,900
Amounts owed to group undertakings
278
1,359
Taxation and social security
114,614
12,532
Other creditors
16,980
36,381
135,952
57,172
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Statutory Auditor:
David Marks, on behalf of TC Group
Date of audit report:
3 August 2026
9
Financial commitments, guarantees and contingent liabilities

SPV's subsidiaries are general and founder partners in limited partnerships operating as venture capital investment funds. They are entitled to a guaranteed income from the partnerships but do not otherwise participate in partnership assets. If, upon the winding of a partnership, the liabilities of the partnership exceed the limited partners' outstanding capital and loans, the subsidiaries are liable for the shortfall of assets. The directors are of the opinion that no liability is likely to arise in this respect.

At 31 December 202 5 there were no contingent liabilities (202 4 : £NIL).

10
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

SUSSEX PLACE VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Related party transactions
(Continued)
- 10 -

SPV's subsidiaries are the general partners of venture capital funds: Combined London Colleges University Challenge LP ("CLCUC"), Regents Park Partners LP ("RPP"), Regents Park Partners II ECF LP ("RPP2"), Regents Park Special Purpose 1 LLP ("RPSP") and Regents Park Special Purpose 2 LLP ("RPSP2").

Income included in the profit and loss accounts for the year relating to the management of these funds, which is payable to the company's subsidiaries and then paid up to the company under the terms of a management agreement, was as follows:

CLCUC LP - £27,000 (2024: £27,000)

RPP LP - £2 8,0 00 (202 4: £28,000)

RPPII LP - £3 30,00 0 (2024: £330,000)

RPSP1 LLP - £N il (2024: £Nil)

RPSP2 LLP - £Nil (202 4: £17,000)

11
Parent company

The company has no controlling party and no entity prepares consolidated financial statements that include the company.

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