RUBIKS_UK_PROPCO_1_LIMITED_31_Dec_2025_companies_house_set_of

RUBIKS UK PROPCO 1 LIMITED

Statement of Financial Position

31 December 2025

		2025		2024
	Note	£		£
Fixed assets
Tangible assets	5	39,600,000		9,750,000
Current assets
Debtors	6	845,171		18,000
Cash at bank and in hand		874,259		354,918
		1,719,430		372,918
Creditors: amounts falling due within one year	7	(1,827,336	)	(5,796,785	)
Net current liabilities		(107,906	)	(5,423,867	)
Total assets less current liabilities		39,492,094		4,326,133
Creditors: amounts falling due after more than one year	8	(20,115,831	)	(4,897,754	)
Net assets/(liabilities)		19,376,263		(571,621	)
Capital and reserves
Called up share capital		1,003		1,000
Share premium		20,657,522		-
Profit and loss account		(1,282,262	)	(572,621	)
Shareholders funds/(deficit)		19,376,263		(571,621	)

For the year ending

31 December 2025

, the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;
The director acknowledges their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.

These

financial statements

have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies’ regime.

In accordance with Section 444 of the Companies Act 2006, the income statement has not been delivered.

These

financial statements

were approved by the board of directors and authorised for issue on

10 July 2026

, and are signed on behalf of the board by:

C Goldsworthy

Director

Company registration number:

15367544

RUBIKS UK PROPCO 1 LIMITED

Notes to the Financial Statements

Year ended

31 December 2025

1 General information

The company is a private company limited by shares and is registered in England and Wales. The address of the registered office is

113a Jermyn Street

London

SW1Y 6HJ

, United Kingdom.

2 Statement of compliance

These

financial statements

have been prepared in compliance with FRS 102 Section 1A, 'The Financial Reporting Standard applicable to the UK and Republic of Ireland'.

3 Accounting policies

Basis of preparation

The

financial statements

have been prepared on the historical cost basis, as modified by the revaluation of certain assets.

The

financial statements

are prepared in sterling (£), which is the functional currency of the company.

At the date of signing these accounts, the Group has positive operating cash flow forecasts and positive net assets. Management have reviewed the Group’s cash flow forecasts and, considering this review and the current financial position, they are satisfied that the Company and the Group have access to adequate resources to meet their obligations and continue in operational existence for the foreseeable future, and specifically the 12 months subsequent to the signing of these financial statements. The directors believe that it is therefore appropriate to prepare the accounts on a going concern basis.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for rental income, net of discounts and Value Added Tax.

Revenue from rental income is recognised when the right to receive payment has been established in accordance with the lease agreement; the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the rental arrangement can be measured reliably.

INVESTMENT PROPERTY

Investment properties are measured at fair value, with changes recognised in profit or loss. The fair value of the Company’s investment properties is based on valuations by an independent valuer with recognised professional qualifications (RICS).

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and short-term deposits (where appropriate) with immediate access.

EXPENDITURE

Expenses are accounted for on an accrual basis.

Financial instruments

Financial instruments are recognised initially at fair value and subsequently at amortised cost or fair value depending on classification. The Company’s financial instruments include trade receivables, cash, borrowings, and trade payables. Financial assets are classified at amortised cost.

FINANCIAL LIABILITIES AND EQUITY

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual agreement. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Ordinary shares are classed as equity. Equity instruments issued by the Group are recorded at the proceeds received. The Group’s financial liabilities comprise interest-bearing borrowings, loans and payables and trade payables. Financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. Financial liabilities are measured at amortised cost using the effective interest method. Trade and other payables are valued at their nominal value as the time value of money is immaterial for these current liabilities. The Group derecognises financial liabilities when the Group’s obligations are discharged, cancelled or they expire.

Transaction costs attributable to bank loans

Borrowing costs directly attributable to arranging finance are amortised over the facility term in the consolidated statement of comprehensive income.

Income tax

The Company is subject to UK corporation tax on UK rental income at a rate of 25%. Deferred tax arises from fair value gains on properties and timing differences.

4 Average number of employees

The average number of persons employed by the company during the year was

(2024:

1.00

5 Tangible assets

	Land and buildings
	£
Cost
At 1 January 2025	9,750,000
Additions	29,850,000
At 31 December 2025	39,600,000
Depreciation
At 1 January 2025 and 31 December 2025	-
Carrying amount
At 31 December 2025	39,600,000
At 31 December 2024	9,750,000

6 Debtors

	2025	2024
	£	£
Trade debtors	809,861	-
Other debtors	35,310	18,000
	845,171	18,000

7 Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	979,843	-
Amounts owed to group undertakings and undertakings in which the company has a participating interest	-	5,304,731
Taxation and social security	106,635	31,197
Other creditors	740,858	460,857
	1,827,336	5,796,785

Other creditors includes a contingent deferred consideration amount of £264,847 only payable to the respective seller if rent is received and the property performs as agreed in the contract.

8 Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans and overdrafts	20,115,831		4,897,754

9 Events after the end of the reporting period

(I) Senior Debt Refinancing

On 23 April 2026, the Company signed an amendment and restatement agreement to part finance an additional asset (discussed in (ii) below). The key terms of this restated loan facility mirror the original loan dated 26 January 2024. The restated senior debt facility expires on 22 October 2028 and extended the facility by a quantum of £5,250,000 (total facility amount: £25,549, 125). It is secured by Legal charges over the portfolio. The upfront arrangement fee (0.2%p. a.) and LegaLfees associated with the restatement of the debt (amounting to c. £103, 900) were capitalised and will be amortised over the period of the Loan.

(ii) Property Transaction

The purpose of the Refinancing referred to above was to fund the cost of acquisition of a further freehold property, as well as the payment of any fees, costs and expenses, stamp registration and other taxes incurred in connection with the acquisition of the property. The property was acquired for a purchase price of £9.985 million on 23 April 2026. Costs of c. £900,000 were capitalised.

(iii) QHAC regime

A QAHC notification was submitted to HMRC with an effective date of 1 July 2026. At that date, the Company is UK tax resident, has no listed or publicly traded equity and is neither a securitisation company nor a UK Real Estate Investment Trust (“REIT”). The Company satisfied the statutory conditions at the effective date of entering the regime, and at the reporting date. Further, the Company does not hold, and does not intend to acquire, any listed or publicly traded equity securities, nor any interests that derive their value from such securities. Instead, its activities are limited to holding UK industrial and logistics real estate assets. No business carried on by the Company meets the definition of a QAHC ring fenced business at the effective date of entering the regime. This remained the case at the reporting date. During the accounting period, no interest was paid by the Company to the Jersey Lender under its shareholder loan arrangement.

There have been no other significant events affecting the Group since the reporting date.