| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Wellington Quarter Limited |
| REGISTERED NUMBER: |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Wellington Quarter Limited |
| Wellington Quarter Limited (Registered number: 13922756) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Income Statement | 7 |
| Balance Sheet | 8 |
| Notes to the Financial Statements | 9 |
| Wellington Quarter Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| Wellington Quarter Limited (Registered number: 13922756) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The Company was incorporated on 17 February 2022 and is registered as a private limited company in England and Wales pursuant to the Companies Act 2006 (the "Companies Act"). The Company's registration number is 13922756. |
| The principal activity of the Company is to carry on the business of investing in real estate properties that are or will be primarily let as private rented sector assets located in the United Kingdom. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| GOING CONCERN |
| The Directors have a reasonable expectation that the Company will continue in operational existence for the 12 months from the date of this report and therefore the Financial Statements have been prepared on a going concern basis The Directors are satisfied that there are sufficient access to resources available at the year end through the Shareholder’s support to cover the Company’s continuing operating expenses and through rental income generated from the investment property in the foreseeable future. Any turnover rent payment shall only be made on the basis that the Company is able to settle its obligations to the relevant parties as these fall due. |
| Having performed the assessment, the Directors have a reasonable expectation that the Company is well placed to manage business risks in the current environment and will continue in operational existence for the next 12 months from the date of this report and therefore the Financial Statements have been prepared on a going concern basis. |
| DIRECTORS' RESPONSIBILITIES STATEMENT |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| Wellington Quarter Limited (Registered number: 13922756) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| AUDITORS |
| The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Wellington Quarter Limited |
| Opinion |
| We have audited the financial statements of Wellington Quarter Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, 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 company's affairs as at 31 December 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Wellington Quarter Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the 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; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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 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 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 a Report of the Auditors 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 financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Landlord and Tenant Act and company legislation and we considered the extent to which non-compliance might have a material effect on the financial statements of the company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and Corporation Tax Act 2010. 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 posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included: |
| - | Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; |
| - | Understanding of management's internal controls designed to prevent and detect irregularities, and fraud; |
| - | Reviewing the Company's legal costs to check for non-compliance with laws and regulations and fraud; |
| - | Review of tax compliance; |
| - | Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; |
| - | Testing transactions entered into outside of the normal course of the Company's business; and |
| - | Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as |
| journals with round numbers. |
| Report of the Independent Auditors to the Members of |
| Wellington Quarter Limited |
| There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| 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 Report of the Auditors. |
| Use of our report |
| This report is made solely to the 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 company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor |
| Chartered Accountants |
| Suite B, Blackdown House |
| Blackbrook Park Avenue |
| Taunton |
| Somerset |
| TA1 2PX |
| Wellington Quarter Limited (Registered number: 13922756) |
| Income Statement |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| £ | £ |
| TURNOVER |
| Administrative expenses |
| (7,576 | ) | (41,446 | ) |
| Other operating income |
| OPERATING LOSS | ( |
) | ( |
) |
| Interest receivable and similar income |
| PROFIT BEFORE TAXATION |
| Tax on profit |
| PROFIT FOR THE FINANCIAL YEAR |
| Wellington Quarter Limited (Registered number: 13922756) |
| Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| CURRENT ASSETS |
| Debtors | 4 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 5 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Wellington Quarter Limited (Registered number: 13922756) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Wellington Quarter Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The Directors have a reasonable expectation that the Company will continue in operational existence for the 12 months from the date of this report and therefore the Financial Statements have been prepared on a going concern basis. |
| The Directors are satisfied that there are sufficient access to resources available at the year end through the Shareholder’s support to cover the Company’s continuing operating expenses and through rental income generated from the investment property in the foreseeable future. Any turnover rent payment shall only be made on the basis that the Company is able to settle its obligations to the relevant parties as these fall due. |
| Having performed the assessment, the Directors have a reasonable expectation that the Company is well placed to manage business risks in the current environment and will continue in operational existence for the next 12 months from the date of this report and therefore the Financial Statements have been prepared on a going concern basis. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Significant judgements and estimates |
| In preparing these Financial Statements, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historic experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. There is no significant judgement applied or estimate used in preparing these Financial Statements. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Rental income |
| Rental income from operating leases where the Company is a lessor is recognised on a straight line basis over the lease term, to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover earned but not billed to customers is included in accrued income and amounts billed in advance of the revenue being recognised are included in deferred income. |
| Wellington Quarter Limited (Registered number: 13922756) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Incentives for lessees to enter into lease agreements are spread evenly over the lease term, even if the payments are not made on such a basis.The lease term is the non-cancellable period of the lease together with any period to the first break option. |
| Premiums received to terminate leases are recognised in the Statement of Comprehensive Income when they arise. |
| Other income |
| Income arising from expenses recharged to tenants is recognised in the year in which the expense can be contractually recovered. |
| Interest income |
| Interest income is recognised using the effective interest rate method. |
| Turnover rent expense |
| On 10 March 2023, the Company entered into a lease agreement with EdRRI Albion Street Leicester S.a.r.l. (the ''Shareholder") to lease a property called Wellington House (the "Property") located in Leicester, UK for a period of twenty-two (22) years in exchange of the Company's turnover rent from the Property for the period. Turnover rent, as defined in Schedule 6 of the lease agreement, pertains to the turnover for each annual or interim turnover period less the aggregate of the deductions for that annual or interim turnover period. Furthermore, turnover rent means in respect of the relevant period, the aggregate of all operating income or other income received as cleared funds by the Company, for the letting by it of all or any part of the Property. Turnover rent is presented as 'Turnover rent expense' in the Income Statement. |
| Financial instruments |
| The company is applying section 11 and 12 of FRS 102 in respect of recognition and measurement of financial statements. |
| Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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. |
| Such assets are subsequently carried at amortised cost using the effective interest method. |
| 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 assets original effective interest rate. The impairment loss is recognised in profit or loss. |
| If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| Financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans and overdrafts, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
| Wellington Quarter Limited (Registered number: 13922756) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| 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 the profit and loss account. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within finance (expense)/income. All other foreign exchange gains and losses are presented in the profit and loss account within administrative expenses. |
| Cash and cash equivalents |
| Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. |
| Wellington Quarter Limited (Registered number: 13922756) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Debtors |
| Debtors include trade debtors and certain other financial instruments, prepayments, accrued income and deferred tax assets. Prepayments are payments made for goods or services that will be received in the future. These are initially recorded as assets and amortised over time as the benefit of the prepaid expense is realised. Accrued income corresponds to the revenue earned during the period but not yet billed to or collected from the customer. |
| Creditors |
| Creditors include trade creditors and certain other short and long-term financial instruments. Payments received on account corresponds to advance payments from customers for goods or services that have not yet been delivered or recognised as revenue. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
| Dividends |
| Dividends and other distributions to the company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved. |
| Finance costs |
| Finance costs are charged to the income statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was NIL (2024 - NIL). |
| 4. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Called up share capital not paid |
| Prepayments and accrued income |
| 5. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade creditors |
| Other creditors |
| Payable to the shareholder | 8,887 | 213,730 |
| Accruals and deferred income |
| 6. | COMMITMENTS AND CONTINGENT LIABILITIES |
| The company has given a guarantee in respect of the bank borrowings of EdRRI Albion Street Leicester S.a.r.l., the company's parent. The guarantee is secured by a charge on the company's trading activities. |
| Wellington Quarter Limited (Registered number: 13922756) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 7. | ULTIMATE CONTROLLING PARTY |
| The Company is 100% owned by the Shareholder. The immediate parent is ultimately 100% owned by Edmond de Rothschild Residential Investment Fund UK SCSp SICAV-RAIF, the ultimate parent company. The ultimate parent company is not controlled by any one individual. Therefore, in the opinion of the Directors, there is no ultimate controlling party of the Company. |
| The Company is consolidated into the financial statements of the ultimate parent company whose registered address is 8 Rue Lou Hemmer, L-1748 Senningerberg, Grand Duchy of Luxembourg. |