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Registered number: 10782974
| FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 31 DECEMBER 2025
| CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
COMPANY INFORMATION
Directors | Mr P Kempe
| Mrs S Kempe
| Mr C Lovegrove
| Mr C Kempe
| Miss T Kempe
Registered number | 10782974
Registered office | 1st Floor (West)
| Magdalen House
| 136-148 Tooley Street
| London
| SE1 2TU
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| 4th Floor
| 95 Gresham Street
| London
| EC2V 7AB
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD REGISTERED NUMBER:10782974 |  |
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 276,247 |  | 269,297
Investments | 5 |  | 90,100 |  | 90,000
Investment property | 6 |  | 127,950,000 |  | 120,000,000
|  |  | 128,316,347 |  | 120,359,297
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 7 | 918,263 |  | - |
Debtors: amounts falling due within one year | 7 | 2,709,732 |  | 3,289,026 |
Cash at bank and in hand |  | 2,755,646 |  | 2,151,853 |
|  | 6,383,641 |  | 5,440,879 |
Creditors: amounts falling due within one year | 8 | (98,926,491) |  | (56,988,404) |
Net current liabilities |  |  | (92,542,850) |  | (51,547,525)
Total assets less current liabilities |  |  | 35,773,497 |  | 68,811,772
Creditors: amounts falling due after more than one year | 9 |  | - |  | (37,456,650)
Provisions for liabilities |  |  |  |  |
Deferred tax | 10 | (1,991,150) |  | (575,434) |
Other provisions | 11 | - |  | (1,288,750) |
|  |  | (1,991,150) |  | (1,864,184)
Net assets |  |  | 33,782,347 |  | 29,490,938
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 100 |  | 100
Share premium account |  |  | 23,369,900 |  | 23,369,900
Profit and loss account |  |  | 10,412,347 |  | 6,120,938
|  |  | 33,782,347 |  | 29,490,938
Page 1
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD REGISTERED NUMBER:10782974 |  |
STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Mr P Kempe
Director
Date: 11 August 2026
The notes on pages 3 to 12 form part of these financial statements. Page 2
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
City & Provincial Properties Investments Limited is a private company, limited by shares, registered in England and Wales, registration number 10782974. The address of the registered office is 1st Floor (West), Magdalen House, 136 - 148 Tooley Street, London, SE1 2TU. The principal place of business is 5 Marylebone Mews, London, W1G 8PX. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
At the year-end the Company had net current liabilities of £92,542,850 (2024 - £51,547,525). Within creditors are two loans due to related party entities amounting to £55,636,928 in total (2024 - £53,397,363). These entities are not expected to seek settlement in full or part until such time that the Company is in a position to make repayments without any detrimental impact on working capital or the going concern status. In addition, the directors have identified adequate sources of funding to meet the anticipated working capital requirements and capital investment plans of the Company for the foreseeable future. Post year end, the Company has completed a refinancing which has seen the bank loan that is showing in 2025 financial statements as due under one year being renewed for a further 3 years. The directors, in forming their opinion, have given due consideration to the outlook for (and potential impact of) high inflation, rising interest rates and general economic conditions. Notwithstanding the challenging macro environment the directors are confident in their strategy for the business, relationships with key stakeholders and the continued support of the providers of finance. On this basis the directors consider that the Company will continue to meet its liabilities as they fall due and the accounts have been prepared on the going concern basis accordingly.
| 2.3 | Revenue
Turnover represents income receivable from property rentals and services provided during the period, excluding VAT. Rental income is recognised on a straight line basis over the term of the rental agreements, with income received in advance of its related rental period being deferred where necessary. Page 3
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
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. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a capital nature are recognised in the statement of comprehensive income in the same period as the related expenditure. The related expenditure is capitalised as investment property, and reductions in the fair value of investment property are recognised in the statement of comprehensive income. Where reductions in fair value are recognised in the statement of comprehensive income the related capital grant is recognised. Page 4
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | 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 operates and generates 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; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model, other than investment properties, 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. 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 basis:
|  |  |  | Fixtures and fittings | - | 25% |
|  |  |  | Office equipment | - | 25% |
|  |  |  | Computer equipment | - | 33% |
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. Page 5
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Investment property
Investment property (including assets in the course of construction) are carried at fair value determined annually by directors, taking account of external assessments when required and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Comprehensive Income.
| 2.9 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.10 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.11 | Financial instruments
The Company 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 Company's Statement of financial position 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 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. 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 6
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
3. | Employees
| The average monthly number of employees, including directors, during the year was 0 (2024 - 0).
Page 7
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Tangible fixed assets
|  | Fixtures and fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 358,636 | 183,400 | 128,619 | 670,655
| Additions | 26,553 | 37,598 | 87,551 | 151,702
| Disposals | (104,189) | - | - | (104,189)
| At 31 December 2025 | 281,000 | 220,998 | 216,170 | 718,168
| Depreciation |  |  |  |
| At 1 January 2025 | 142,493 | 167,497 | 91,368 | 401,358
| Charge for the year on owned assets | 82,203 | 26,067 | 15,223 | 123,493
| Disposals | (82,930) | - | - | (82,930)
| At 31 December 2025 | 141,766 | 193,564 | 106,591 | 441,921
| Net book value |  |  |  |
| At 31 December 2025 | 139,234 | 27,434 | 109,579 | 276,247
| At 31 December 2024 | 216,143 | 15,903 | 37,251 | 269,297
5. | Fixed asset investments
|  | Investments in subsidiary companies | Unlisted investments | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | - | 90,000 | 90,000
| Additions | 100 | - | 100
| At 31 December 2025 | 100 | 90,000 | 90,100
| Unlisted investments represent 10% shareholding in New Soil Limited, a company incorporated in the United Kingdom.
Page 8
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Investment property
|  | Freehold investment property | Property under construction | Total
|  | £ | £ | £
| Valuation |  |  |
| At 1 January 2025 | 117,800,000 | 2,200,000 | 120,000,000
| Additions at cost | 837,915 | 1,380,382 | 2,218,297
| Surplus on revaluation | 7,112,085 | (1,380,382) | 5,731,703
| At 31 December 2025 | 125,750,000 | 2,200,000 | 127,950,000
| The investment properties were valued by the directors on the basis of their extensive experience of the property market having regard to the most recent independent valuations where available and the assessments of suitably qualified employees within the business. During the year, the company incurred additional expenditure whilst making improvements to the properties and these amounts have been capitalised where appropriate. The property under construction is subject to a legal mortgage under the terms of a funding agreement.
The 2025 valuations were made by external valuers and the directors, on an open market value for existing use basis.
| If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Historic cost | 134,813,052 | 132,426,779
| Accumulated depreciation | (17,802,250) | (15,105,988)
|  | 117,010,802 | 117,320,791
Page 9
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 918,263 | -
|  | 918,263 | -
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 518,227 | 551,042
| Amounts owed by group undertakings | 488,199 | -
| Other debtors | 1,254,769 | 2,153,705
| Prepayments and accrued income | 448,537 | 584,279
|  | 2,709,732 | 3,289,026
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 40,945,400 | 1,405,000
| Trade creditors | 483,481 | 326,123
| Other taxation and social security | 238,659 | 395
| Other creditors | 56,220,095 | 53,917,817
| Accruals and deferred income | 1,038,856 | 1,339,069
|  | 98,926,491 | 56,988,404
| Bank loans are secured against investment property and all other assets held by the Company.
9. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | - | 37,456,650
|  | - | 37,456,650
| Bank loans are secured against investment property and all other assets held by the Company.
Page 10
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (575,434) | (4,580,407)
| Charged to profit or loss | (1,415,716) | 4,004,973
| At end of year | (1,991,150) | (575,434)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax losses carried forward | 2,112,801 | 1,776,344
| Fair value movement on investment property revaluation | (4,103,951) | (2,351,778)
|  | (1,991,150) | (575,434)
11. | Provisions
|  | Provision for related party loan guarantee
|  | £
| At 1 January 2025 | 1,288,750
| Utilised in year | (1,288,750)
| At 31 December 2025 | -
12. | Contingent liabilities
The Company is a guarantor under the terms of a bank loan agreement between the lender and a company related by virtue of shareholders in common. The amount guaranteed by the Company at the year end is £11,000,000 (2024 - £11,000,000). The directors do not expect to be called upon in respect of the guarantee provided.
13. | Related party transactions
| Included within amounts owed to group undertakings is a balance of £488,199 (2024 - £NIL) due to a subsidiary company.
Page 11
CITY & PROVINCIAL PROPERTIES INVESTMENTS LTD |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Post balance sheet events
Subsequent to the year end, the Company entered into a new banking facility with C. Hoare & Co. for up to £51m. The facility was agreed in May 2026 and is repayable 36 months from drawdown. The facility is secured by legal charges over investment properties, supported guarantees from associated parties and a debenture over the Company.
15. | Auditor's information
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 11 August 2026 by Robin Hopkins FCA (Senior statutory auditor) on behalf of Menzies LLP.
Page 12