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Registered number: 09719060 APRIROSE HOLDING LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
APRIROSE HOLDING LIMITED COMPANY INFORMATION
Directors | M M Gudka
| M G Gudka
| P M Gudka
| M Devani
Company secretary | M G Gudka
Registered number | 09719060
Registered office | 1st Floor
| 88 Baker Street
| London
| England
| W1U 6TQ
Independent auditors | HaysMac LLP
| 10 Queen Street Place
| London
| EC4R 1AG
APRIROSE HOLDING LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Statement of Financial Position | 11
Company Statement of Financial Position | 12
Consolidated Statement of Changes in Equity | 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15 - 16
Consolidated Analysis of Net Debt | 16
Notes to the Financial Statements | 17 - 38
APRIROSE HOLDING LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for Aprirose Holding Limited (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2025.
Business review
During the year under review, the Group continued to operate in a challenging trading environment. Notwithstanding these conditions, the Group completed a number of new investments and delivered a resilient performance. The Group's diversified portfolio and active asset management approach have supported the continued delivery of its business plan, with key investments performing in line with expectations and generating consistent cash flows. Whilst economic and geopolitical uncertainties remain, the directors are encouraged by improving investor sentiment and increasing market activity. The Group remains well positioned to capitalise on opportunities as market conditions continue to normalise. Turnover from continuing operations increased by £8.7m to £13.8m in 2025. Cost of sales and administration expenses from continuing operations increased by £7.2m to £13.7m. Overall, there was an operating profit of £190k for the year ended 31 December 2025. Total profit for the financial year after tax was £3.6m compared to a loss after tax of £2.0m for 2024.
Principal risks and uncertainties
There are a few principal risks and uncertainties which have been identified within the business which could have an impact on the Group's long-term performance. Performance of assets under management Should the assets under management suffer any material measure of decline then the ability of the Group to charge fees under the terms of its management agreements will begin the suffer. This over time would materialise itself as a cashflow issue. However the Group manages properties across a wide range of industries and along with operational and tenanted assets. This diversity in the Group's management activities provide a robust defence against decline in any single market or industry. The Group also actively asset manages all its properties under management to ensure that the revenue generation on behalf of its investors is maintained which in turn provides continued revenue for the Group. Recovery of loans to investments Should the assets under management suffer any material measure of decline then the ability of the Group to recover the loans made to investments would be impacted. The Group invests in properties across a wide range of industries, and along with operational and tenanted assets in the hotel and pub sectors. The diversity in the Group's investment activities provides a defence against recovery issues across all loans, alongside the Groups involvement in overseeing the day to day management of the operational assets. The inability to recover the full loan value would impact future cashflows on wind up of the specific investment structure. Page 1
APRIROSE HOLDING LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Key performance indicators
The key performance indicators (KPIs) that the Directors consider relevant in judging the performance of the business include, group net asset value, free cash, and client satisfaction. The core driver of net asset value and free cash are the economic environment. Thus it remains critical when identifying investment opportunities for our pool of clients, with whom we closely identify, that our experience is brought to the fore in ensuring that not only will the investments metrics stand firm but that we have robustly considered the changing economic environment. The primary key risk indicators that we monitor in this area are (i) cash on cash yield, (ii) borrowing costs, (iii) consumer confidence and market trends. When appraising and evaluating new investment opportunities we rely on our well-established track record and the experience of our board and associated advisors, with over 65 years experience in the industry, and our strong existing and developing relationships with agents, bankers, and investors. The nature of the Group's activities is such that more detailed KPIs are not considered necessary in monitoring the performance of the business.
Section 172 (1) statement
The directors are well aware of their duty under s.172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other matters) to: ∙the likely consequences of any decision in the long term; ∙the interests of the Company's employees; ∙the need to foster the Company's business relationships with suppliers, customers and others; ∙the impact of the Company's operations on the community and the environment; ∙the desirability of the Company maintaining a reputation for high standards of business conduct; ∙the need to act fairly as between members of the Company. Long-term impact The Board regularly update the Company and its stakeholders on current business affairs and in doing so considers the long-term consequences of the decisions made. All decisions are well thought out and challenged at Board meetings before being made final in order to ensure the impact they have is well-considered. Colleagues They are a resource dedicated to providing our service to the highest possible standard so that our business can thrive. Various activities and forums to foster participation in group events as well as regular colleague opinions surveys and staff events are held so the Board can actively engage with its colleagues. The Board continued to encourage staff to progress and grow providing them with clarity on career development and promotion-opportunities that are present in a high-growth environment. Customers Our customers are concerned with receiving high-quality asset and investment management and the Company continues to go above and beyond to meet these demands. With positive results achieved throughout the year across a multitude of assets and portfolios, our customers continue to receive exceptional services from the Group. The Board and its colleagues engage directly with its customers to ensure this persists to be the case. Communities We demonstrate the Company's culture and commitment for great causes in the community. Colleagues and other stakeholders are encouraged at all times to partake in charitable activity on behalf of the Company. Donations are made and go to great causes that the Board take upon them to discuss and decide to ensure the Company serves a greater purpose than its business objectives. Page 2
APRIROSE HOLDING LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
The Group expects there to be no changes expected to the business or its operations in the near future. This report was approved by the board and signed on its behalf.
................................................ M G Gudka Director
Date: 7 August 2026
Page 3
APRIROSE HOLDING LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for Aprirose Holding Limited (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025.
Principal activity
The Company's principal activity continued to be that of a holding company. The Group's principal activity continued to be that of the management of a portfolio of managed properties.
Results and dividends
The profit for the year, after taxation, amounted to £3,765,297 (2024: loss of £1,990,074). Dividends declared and paid during the year totalled £Nil (2024: £100,000). The directors do not recommend the payment of any further dividends.
Directors
The directors who served during the year were:
M M Gudka
M G Gudka
P M Gudka
M Devani
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
APRIROSE HOLDING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director 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 and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditors
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ M G Gudka Director
Date: 7 August 2026
Page 5
APRIROSE HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APRIROSE HOLDING LIMITED
Opinion
We have audited the financial statements of Aprirose Holding Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity, the Consolidated Analysis of Net Debt and and the related notes, including a summary of 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 Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit 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 Group 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.
Conclusions relating to going concern
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. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
APRIROSE HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APRIROSE HOLDING LIMITED (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 directors are 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 7
APRIROSE HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APRIROSE HOLDING LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are 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 directors determine 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 directors are responsible for assessing the Group's and the parent 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have 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 Group 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: Based on our understanding of the Group and industry, we considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates. Audit procedures performed by the engagement team included: ∙Challenging assumptions and judgements made by management in their critical accounting estimates; ∙Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; and ∙Identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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. Page 8
APRIROSE HOLDING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APRIROSE HOLDING LIMITED (CONTINUED)
Use of our report
This report is made solely to the parent 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 parent 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 parent Company and the parent Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Andrew Ball (Senior Statutory Auditor) for and on behalf of HaysMac LLP Statutory Auditors 10 Queen Street Place London EC4R 1AG 10 August 2026 Page 9
APRIROSE HOLDING LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 13,790,000 | 5,094,440
Cost of sales |  | (2,046,447) | (710,440)
Gross profit |  | 11,743,553 | 4,384,000
Administrative expenses |  | (11,650,661) | (5,823,388)
Exceptional administrative expenses | 5 | 96,732 | 365,693
Operating profit/(loss) | 6 | 189,624 | (1,073,695)
Share of profit of General Partner Activities |  | (560,454) | (1,222,834)
Total operating loss |  | (370,830) | (2,296,529)
Income from fixed assets investments | 10 | 2,124 | 129,900
Profit on disposal of subsidiary |  | 3,823,969 | -
Interest receivable and similar income | 11 | 205,847 | 233,423
Profit/(loss) before taxation |  | 3,661,110 | (1,933,206)
Tax on profit/(loss) | 12 | 104,187 | (56,868)
Profit/(loss) for the financial year |  | 3,765,297 | (1,990,074)
Loss for the year attributable to: |  |  |
Owners of the parent Company |  | 3,765,297 | (1,990,074)
There was no other comprehensive income for 2025 (2024: £Nil).
The notes on pages 17 to 38 form part of these financial statements.
Page 10
APRIROSE HOLDING LIMITED REGISTERED NUMBER: 09719060 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 1,085,708 |  | 429,519
Tangible assets | 15 |  | 198,773 |  | 265,599
Investments | 16 |  | 6,608,075 |  | 5,648,320
|  |  | 7,892,556 |  | 6,343,438
Current assets |  |  |  |  |
Stocks |  | 15,017 |  | - |
Debtors | 17 | 2,921,562 |  | 4,716,326 |
Cash at bank and in hand | 18 | 14,730,243 |  | 10,833,499 |
|  | 17,666,822 |  | 15,549,825 |
Creditors: amounts falling due within one year | 19 | (15,359,256) |  | (15,392,927) |
Net current assets |  |  | 2,307,566 |  | 156,898
Total assets less current liabilities |  |  | 10,200,122 |  | 6,500,336
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 |  | - |  | (65,511)
Net assets |  |  | 10,200,122 |  | 6,434,825
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 300 |  | 300
Share premium account | 23 |  | 7,999,900 |  | 7,999,900
Profit and loss account | 23 |  | 2,199,922 |  | (1,565,375)
|  |  | 10,200,122 |  | 6,434,825
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ M G Gudka
Director
Date: 7 August 2026
The notes on pages 17 to 38 form part of these financial statements. Page 11
APRIROSE HOLDING LIMITED REGISTERED NUMBER: 09719060 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 15,358,077 |  | 14,398,322
Current assets |  |  |  |  |
Debtors | 17 | 3,115,206 |  | 2,882,719 |
Cash at bank and in hand | 18 | 412,149 |  | 1,413,461 |
|  | 3,527,355 |  | 4,296,180 |
Creditors: amounts falling due within one year | 19 | (2,819,368) |  | (2,250,102) |
Net current assets |  |  | 707,987 |  | 2,046,078
Net assets |  |  | 16,066,064 |  | 16,444,400
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 300 |  | 300
Share premium account | 23 |  | 7,999,900 |  | 7,999,900
Profit and loss account | 23 |  | 8,065,864 |  | 8,444,200
|  |  | 16,066,064 |  | 16,444,400
As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes as it prepared group accounts. The Company's loss for the year ended 31 December 2025 was £378,336 (2024: profit of £482,079). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ M G Gudka
Director
Date: 7 August 2026
The notes on pages 17 to 38 form part of these financial statements. Page 12
APRIROSE HOLDING LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 300 | 7,999,900 | 524,699 | 8,524,899
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (1,990,074) | (1,990,074)
Contributions by and distributions to owners |  |  |  |
Dividends | - | - | (100,000) | (100,000)
At 1 January 2025 | 300 | 7,999,900 | (1,565,375) | 6,434,825
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 3,765,297 | 3,765,297
At 31 December 2025 | 300 | 7,999,900 | 2,199,922 | 10,200,122
Page 13
APRIROSE HOLDING LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 300 | 7,999,900 | 8,062,121 | 16,062,321
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 482,079 | 482,079
Contributions by and distributions to owners |  |  |  |
Dividends | - | - | (100,000) | (100,000)
At 1 January 2025 | 300 | 7,999,900 | 8,444,200 | 16,444,400
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (378,336) | (378,336)
At 31 December 2025 | 300 | 7,999,900 | 8,065,864 | 16,066,064
| The notes on pages 17 to 38 form part of these financial statements.
Page 14
APRIROSE HOLDING LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 3,765,297 | (1,990,074)
Adjustments for: |  |
Amortisation of intangible fixed assets | 533,851 | 540,941
Depreciation of tangible fixed assets | 81,033 | 52,443
Profit on disposal of fixed asset investments | (3,823,969) | -
Share of General Partner Activities loss | 560,454 | -
Interest receivable | (207,971) | (233,423)
Taxation payable | (104,187) | 56,868
Decrease in stocks | 3,744 | -
Decrease/(increase) in debtors | 2,243,815 | (2,767,330)
Increase in amounts owed by associate undertakings | - | 109,029
(Decrease)/increase in creditors | (865,453) | 2,463,319
Increase/(decrease) in amounts owed to group undertakings | (100) | 100
Increase in amounts owed to related parties | 500,000 | 1,500,000
Corporation tax paid | (192,671) | -
Reversal/impairment of loans to fixed asset investments | - | (224,672)
Dividends received | - | (129,900)
Net cash generated from/(used in) operating activities | 2,493,843 | (622,699)
Cash flows from investing activities |  |
Cash acquired on acquisition of subsidiary | 2,168,881 | -
Purchase of intangible fixed assets | - | (12,150)
Purchase of tangible fixed assets | (14,207) | (279,133)
New loans to fixed asset investments | (7,077,660) | (2,381,534)
Loans repaid from fixed asset investments | 6,117,916 | 2,893,093
Investment in fixed asset investments | - | (16)
Interest received | 205,847 | 233,423
Income from investments | 2,124 | -
Dividends received | - | 129,900
Net cash generated from investing activities | 1,402,901 | 583,583
Cash flows from financing activities |  |
Dividends paid | - | (100,000)
Net cash used in financing activities | - | (100,000)
Page 15
APRIROSE HOLDING LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  | 2025 | 2024
|  | £ | £
Net increase/(decrease) in cash and cash equivalents | 3,896,744 | (139,116)
Cash and cash equivalents at beginning of year | 10,833,499 | 10,972,615
Cash and cash equivalents at the end of year | 14,730,243 | 10,833,499
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 14,730,243 | 10,833,499
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 10,833,499 | 3,896,744 | 14,730,243
The notes on pages 17 to 38 form part of these financial statements.
Page 16
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Aprirose Holding Limited is a private company limited by shares and incorporated in England and Wales. The Company's registered number is 09719060 and its registered office address is 1st Floor 88 Baker Street, London, W1U 6TQ. The Company's and Group's principal activity is disclosed within the Group Strategic Report. 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 financial statements are prepared in sterling, which is the functional currency of the entity and rounded to the nearest £. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries (the 'Group') as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
In preparing the financial statements, the directors have made an assessment of the Group’s ability to continue as a going concern. The directors have prepared budgets and cash flow forecasts for the Group. They have considered post year end trade as part of their assessment. The forecasts show that the Group has the required cash to meet its liabilities, even in a worst case scenario. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. Page 17
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
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 each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 2.5 | Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for the services rendered, stated net of discounts and of value added tax. 1. Accounting fees are recognised on completion of the services provided. 2. Commissions earned on client rent collection are recognised when rents are collected. 3. Insurance commissions are recognised on a receipts basis, or when typically collected. 4. Fees for loan arrangement, property management and property sales and acquisitions are recognised on completion of the services provided. 5. Other income derived from non-core activities are recognised on a receipts basis. 6. Compensation and termination fees are recognised on a receipts basis. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probably the expenses recognised will be recovered. Turnover includes income from the operation of a hotel which excludes value added tax and trade discounts and represents the invoiced value of goods and services supplied. This is recognised at the point of sale at which the accommodation and related services are provided. Turnover from the rendering of services and advance bookings is recognised in respect of overnight accommodation in the period in which the stay occurs. Monies paid in advance are held within deferred income and are released upon the service being delivered. Page 18
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.9 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Page 19
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Current and deferred taxation (continued)
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 reporting date.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
| 2.11 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 10 | years
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 20
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following bases:
|  |  |  | Fixtures and fittings | - | Over 4 years
|  |  |  | Office equipment | - | Over 4 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Dividends from fixed asset investments are recognised in the period in which they are declared. They are shown as income from fixed asset investments in the Statement of Comprehensive Income.
| 2.15 | 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 weighted average basis. Work in progress and finished goods include labour and attributable overheads. At each reporting 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.
| 2.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Page 21
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.17 | 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. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price.
| 2.19 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Page 22
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) 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. Basic 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
| 2.20 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 23
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates. The directors consider the following to be the critical estimates and judgements applicable to the financial statements. Loans to fixed asset investments Where the Group and the Company has issued loans to its fixed asset investments and there is an indicator of impairment, an assessment over the recoverability will be performed. The assessment is based on the net assets of the investment, which includes the property valuations. These valuations are based on estimates of future cashflows from the asset and any change in performance compared to forecast could impact the valuation. Goodwill The estimated life of ten years of goodwill is based on managements expectation of the period over which benefits will be obtained. The value of goodwill means that any difference between actual and expected results could impact the goodwill amortisation period and have a material impact on the accounts. Management assess goodwill where there is an indicator of impairment at each year end. Investment in subsidiaries Judgement is required in assessing whether impairment of the investments in subsidiaries carrying value is required. The directors reviewed the carrying value of its investment in subsidiaries at each balance sheet date, with reference to the fair value, less costs to sell, of each subsidiary. An assessment is made using valuation metrics to establish if an impairment should be recognised. In the current year as noted in the investments note an impairment occurred during the year. Property valuation in associates Properties, including those owned by the Group or indirectly in the real estate investments the Group holds an interest in, are valued both internally and externally by a qualified chartered surveyor. Valuations are made as at the reporting date and conform to International Valuation Standards. Valuations are made using various assumptions and estimates which include, but are not limited to, market yields, transaction prices of similar properties, tenure and tenancy details. Recoverability of intercompany debtors (company only) The Company makes an estimate of the recoverability of intercompany debtors. When assessing recoverability of intercompany debtors, management considers factors including their judgement of future expected revenue and profits of trading subsidiaries and their individual strategies for repayment. Management continue to monitor recoveries closely and will consider providing for debts should there be further uncertainties over recoveries. Any material change to these estimates would affect the Company Statement of Comprehensive Income and the amounts due from group undertakings in the Company Statement of Financial Position. Page 24
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Rendering of services | 6,851,450 | 4,939,886
| Hotel operations | 6,767,400 | -
| Commissions | 171,150 | 154,554
|  | 13,790,000 | 5,094,440
| All turnover arose within the United Kingdom.
5. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Impairment reversal)/impairment of loans to fixed asset investments | (96,732) | (224,671)
| Loans written off | - | (141,022)
|  | (96,732) | (365,693)
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating lease rentals | 2,329,192 | 26,094
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Total Fees payable to the Company's auditors for the audit and accounts preparation of the consolidated and parent Company's financial statements | 104,550 | 85,000
Page 25
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 3,675,289 | 2,110,186
| Social security costs | 376,837 | 269,536
| Cost of defined contribution scheme | 344,355 | 268,523
|  | 4,396,481 | 2,648,245
| The average monthly number of employees in the Group, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management and administration | 51 | 20
| The Company has no employees other than the directors, who did not receive any remuneration (2024: Nil).
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 97,375 | 153,750
| Group contributions to defined contribution pension schemes | 28,700 | 3,075
|  | 126,075 | 156,825
10. | Income from investments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Income from fixed asset investments | 2,124 | 129,900
Page 26
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 205,847 | 233,423
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 132,327 | -
| Total current tax | 132,327 | -
| Deferred tax |  |
| Origination and reversal of timing differences | (236,514) | 56,868
| Total deferred tax | (236,514) | 56,868
| Total taxation on loss | (104,187) | 56,868
Page 27
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 3,661,110 | (1,933,206)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 915,278 | (483,302)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 133,463 | 132,223
| Expenses not deductible for tax purposes | 1,793 | 106,293
| Income not taxable for tax purposes | (531) | (223,350)
| Non-taxable gain on disposal of subsidiaries | (955,992) | -
| Non-taxable share of profit in General Partner activities | 140,114 | -
| Changes in respect prior year | 73,421 | -
| Capital allowances and depreciation | 15,829 | -
| Movement in deferred tax not recognised | (236,514) | 525,004
| Utilisation of losses | (191,048) | -
| Total tax charge for the year | (104,187) | 56,868
13. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid on equity shares | - | 100,000
Page 28
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Intangible assets
| Group
|  | Goodwill | Other intangibles | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 5,287,914 | 12,150 | 5,300,064
| Additions | 1,190,040 | - | 1,190,040
| At 31 December 2025 | 6,477,954 | 12,150 | 6,490,104
| Amortisation |  |  |
| At 1 January 2025 | 4,858,395 | 12,150 | 4,870,545
| Charge for the year | 533,851 | - | 533,851
| At 31 December 2025 | 5,392,246 | 12,150 | 5,404,396
| Net book value |  |  |
| At 31 December 2025 | 1,085,708 | - | 1,085,708
| At 31 December 2024 | 429,519 | - | 429,519
| The goodwill arising on the acquisition of London Dockside Limited is principally attributable to the value of the leasehold interest in the acquired property together with the acquired customer relationships, assembled workforce and expected future economic benefits arising from the business. These items do not meet the criteria for separate recognition as identifiable intangible assets under FRS 102 and have therefore been recognised within goodwill. The Company had no intangible fixed assets as at 31 December 2025 or 31 December 2024.
Page 29
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 302,460 | 141,297 | 443,757
| Additions | - | 14,207 | 14,207
| At 31 December 2025 | 302,460 | 155,504 | 457,964
| Depreciation |  |  |
| At 1 January 2025 | 45,763 | 132,395 | 178,158
| Charge for the year | 70,609 | 10,424 | 81,033
| At 31 December 2025 | 116,372 | 142,819 | 259,191
| Net book value |  |  |
| At 31 December 2025 | 186,088 | 12,685 | 198,773
| At 31 December 2024 | 256,697 | 8,902 | 265,599
| The Company had no tangible fixed assets as at 31 December 2025 or 31 December 2024.
Page 30
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16. | Fixed asset investments
| Group
|  | Loans to fixed asset investments | Investment in fixed asset investments | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2025 | 5,648,074 | 247 | 5,648,321
| Additions | 7,077,662 | 8 | 7,077,670
| Disposals | (6,117,816) | (100) | (6,117,916)
| At 31 December 2025 | 6,607,920 | 155 | 6,608,075
| Net book value |  |  |
| At 31 December 2025 | 6,607,920 | 155 | 6,608,075
| At 31 December 2024 | 5,648,074 | 247 | 5,648,321
| Company
|  | Investments in subsidiary companies | Loans to fixed asset investments | Investment in fixed asset investments | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | 8,750,002 | 5,648,074 | 247 | 14,398,323
| Additions | - | 7,077,662 | 8 | 7,077,670
| Disposals | - | (6,117,816) | (100) | (6,117,916)
| At 31 December 2025 | 8,750,002 | 6,607,920 | 155 | 15,358,077
| Net book value |  |  |  |
| At 31 December 2025 | 8,750,002 | 6,607,920 | 155 | 15,358,077
| At 31 December 2024 | 8,750,002 | 5,648,074 | 247 | 14,398,323
Page 31
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
| Subsidiary and associate undertakings
| The following were subsidiary and associate undertakings of the Company as at 31 December 2025:
| Name | Registered office | Class of shares | Holding
| Delta Portfolio Group Holdings Limited | a) | Ordinary | 33%
| Nottingham Belfry Group Holdings Limited | a) | Ordinary | 33%
| Aprirose Limited | b) | Ordinary | 100%
| Odwalla Limited | b) | Ordinary | 100%
| Aberdeen Helix House GP Limited | b) | Ordinary | 100%
| London Dockside Limited | b) | Ordinary | 100%
| a) First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF b) 1st Floor 88 Baker Street, London, England, W1U 6TQ The Group regained control of London Dockside Limited following its exit from administration in February 2025. See note 15 for further details. Heathrow Leonardo GP Limited, a previous subsidiary of the Company, was sold for its carrying amount in May 2025.
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 889,507 | 579,456 | - | -
| Amounts owed by group undertakings | - | - | 3,018,899 | -
| Amounts owed by associated undertakings | - | 15,971 | - | 15,972
| Other debtors | 1,233,775 | 3,798,771 | 96,307 | 2,866,747
| Prepayments and accrued income | 627,277 | 322,128 | - | -
| Deferred taxation | 171,003 | - | - | -
|  | 2,921,562 | 4,716,326 | 3,115,206 | 2,882,719
| Amount owed by group and associated undertakings are unsecured, interest free and repayable on demand.
Page 32
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Cash
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 14,730,243 | 10,833,499 | 412,149 | 1,413,461
| In its capacity as a property manager, the Group is required to hold monies in a designated clients account under a duty of care. This is not regarded as money owned by the Group and to reflect this the value of monies held in the client account is matched with an equal creditor figure held in other creditors. The balance is £8,012,904 (2024: £7,187,408).
19. | Creditors: amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 994,691 | 693,394 | - | -
| Amounts owed to group undertakings | - | - | 819,368 | 750,002
| Amounts owed to associate undertakings | - | 100 | - | 100
| Amounts owed to related parties | 2,000,000 | 1,500,000 | 2,000,000 | 1,500,000
| Corporation tax | 73,376 | - | - | -
| Other taxation and social security | 344,235 | 299,957 | - | -
| Other creditors | 9,343,907 | 11,644,393 | - | -
| Accruals and deferred income | 2,603,047 | 1,255,083 | - | -
|  | 15,359,256 | 15,392,927 | 2,819,368 | 2,250,102
| Amount owed to group and associated undertakings are unsecured, interest free and payable on demand. Included within amounts owed to related parties is £2,000,000 received from a related company on 31 December 2025. The balance was outstanding at the reporting date and was subsequently repaid in full on 9 January 2026. Within other creditors is a balance of £8,012,904 (2024: £7,187,408) which represents cash balances held in a designated client account by the Group in its capacity as property manager.
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APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Financial instruments
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 14,730,243 | 10,833,499
| Financial liabilities |  |
| Financial liabilities measured at fair value through profit or loss | 15,133,713 | 15,092,970
| Financial assets measured at fair value through profit and loss include cash at bank and in hand.
| Financial liabilities measured at amortised cost comprise trade and other creditors, amounts owed to and accruals.
21. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (65,511) | (8,643)
| Credited/(charged) to profit or loss | 236,514 | (56,868)
| At end of year | 171,003 | (65,511)
| The deferred taxation balance is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (24,815) | (65,511)
| Short-term timing differences | 195,818 | -
| The Company had no deferred tax balances as at 31 December 2025 or 31 December 2024.
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APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2,000 (2024: 2,000) Ordinary B shares of £0.10 each | 200 | 200
|  | 1,000 (2024: 1,000) Ordinary A (after subdivision) shares of £0.10 each | 100 | 100
|  |  | 300 | 300
| All Ordinary shares have attached to them, full voting and distribution rights. All Ordinary shares do not confer any rights of redemption.
23. | Reserves
Share premium account Includes the premium on issue of equity shares, net of any issue costs. Profit and loss account Represents cumulative profits or losses, net of dividends paid and other adjustments. Page 35
APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Business combinations
On 14 April 2025, the Company acquired a 100% ownership stake in London Dockside Limited. This occurred after London Dockside Limited exited administration through a solvent exit and control was returned to the Company via 100% ownership of the share capital. The acquisition resulted in goodwill arising on a group level in these financial statements, equal to the net liabilities of London Dockside Limited as at the acquisition date. The following table summarises the consideration paid by the Company (£nil), the fair value of the assets acquired, and the liabilities assumed at the acquisition date.
| Acquisition of London Dockside Limited
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value
|  |  |  |  | £ | £
| Current Assets |  |
| Stocks | 21,983 | 21,983
| Debtors | 1,053,539 | 1,053,539
| Cash at bank and in hand | 2,168,881 | 2,168,881
| Total Assets | 3,244,403 | 3,244,403
| Creditors |  |
| Due within one year | (4,434,442) | (4,434,442)
| Total Identifiable net liabilities | (1,190,039) | (1,190,039)
| Goodwill | 1,190,039
| Total purchase consideration | -
| Consideration
| Exit from administration
| Total purchase consideration
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APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 24.Business combinations (continued)
| The results of London Dockside Limited since acquisition are as follows:
|  |  |  | Current period since acquisition
|  |  |  | £
| Turnover | 6,767,400
| Profit for the period since acquisition | 81,148
25. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £344,355 (2024: £268,523). Contributions totalling £8,360 (2024: £Nil) were payable to the fund at the reporting date and the balance is included within other creditors.
26. | Commitments under operating leases
| At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 2,165,000 | 215,000
| Later than 1 year and not later than 5 years | 8,270,055 | 685,055
| Later than 5 years | 76,450,685 | -
|  | 86,885,740 | 900,055
27. | Related party transactions
| The Company has taken advantage of the exemption under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group. During the year fees were charged to a number of entities under common control due to mutual directors. These fees total £828,295 (2024: £1,219,389). The fees outstanding at 31 December 2025 totalled £16,999 (2024: £60,704) and are included within trade debtors. During the year, the company was provided with an interest-free loan of £2,000,000 from a company under common control due to mutual directors. The loan is repayable on demand and was outstanding at the year-end.
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APRIROSE HOLDING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
28. | Post balance sheet events
There have been no significant events affecting the Group since the year end.
29. | Controlling party
In the opinion of the directors, there is no ultimate controlling party.
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