Company No: 02623547 (England and Wales)

Contents

• Company Information
• Directors' Report
• Directors' Responsibilities Statement
• Independent Auditor's Report
• Profit and Loss Account
• Statement of Comprehensive Income
• Balance Sheet
• Statement of Changes in Equity
• Notes to the Financial Statements

DIRECTORS	G A Allison
	P J Clark
	H J Cooper
	P M Hay-Plumb OBE
	D I Wooldridge

SECRETARY

D I Wooldridge

REGISTERED OFFICE	76 Hagley Road
	Edgbaston
	Birmingham
	B16 8LU
	United Kingdom

COMPANY NUMBER

02623547 (England and Wales)

AUDITOR	Dixon Wilson Audit Services LLP
	Statutory Auditor
	22 Chancery Lane
	London
	WC2A 1LS
	United Kingdom

BANKERS	Lloyds Bank PLC
	125 Colmore Row
	Birmingham
	B3 3SD
	United Kingdom

The directors present their annual report and the audited financial statements of the company for the financial year ended 05 April 2026.

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

G A Allison
P J Clark
H J Cooper
P M Hay-Plumb OBE
D I Wooldridge

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the company's auditor is 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's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

This Directors' Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.

Approved by the Board of Directors and signed on its behalf by:

D I Wooldridge Director

76 Hagley Road
Edgbaston
Birmingham
B16 8LU
United Kingdom

16 July 2026

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent;
* state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* 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.

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Calthorpe Property Company Limited (the 'company') for the year ended 5 April 2026, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 5 April 2026 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 Auditor’s 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 3, 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 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.

Auditor’s 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 auditor’s 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 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:

We gained an understanding of the legal and regulatory framework applicable to the company by considering, amongst other things, the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the assessed level of risk, but recognised that 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.

We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, UK Company Law, UK tax legislation and property related laws.

Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, reviewing minutes of meetings of those charged with governance and assessment of service organisation controls.

As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud.

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. We did not identify any key audit matters relating to irregularities, including fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Report on other legal and regulatory requirements

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Directors' Report has been prepared in accordance with applicable legal requirements.

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 any material misstatements in the Directors' Report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.

We have nothing to report in respect of these matters.

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 an auditor’s 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Oliver Jackson(Senior Statutory Auditor)
For and on behalf of Dixon Wilson Audit Services LLP
Statutory Auditor

22 Chancery Lane
London
WC2A 1LS
United Kingdom

16 July 2026

		2026		2025
		£		£
Turnover		1,357,900		1,687,263
Administrative expenses		( 1,109,904)		( 878,132)
Gain on fair value movement of investment property		2,034,380		1,031,025
Other operating income		1,006,837		119,395
Operating profit		3,289,213		1,959,551
Income from other fixed asset investments		659,461		237,158
Other non-operating income		6,282		407,260
Profit before interest and taxation		3,954,956		2,603,969
Interest receivable and similar income		110,156		15,770
Interest payable and similar expenses		( 959,732)		( 1,189,592)
Profit before taxation		3,105,380		1,430,147
Tax on profit		( 751,515)		( 338,741)
Profit for the financial year		2,353,865		1,091,406

		2026		2025
		£		£
Profit for the financial year		2,353,865		1,091,406
Loss on hedging		( 78,991)		( 112,662)
Tax relating to components of other comprehensive income		19,748		28,166
Other comprehensive loss		(59,243)		(84,496)
Total comprehensive income for the financial year		2,294,622		1,006,910

	Note	2026		2025
		£		£
Fixed assets
Tangible assets	3	21,624,000		21,732,000
Investments	4	454,691		6,674,089
		22,078,691		28,406,089
Current assets
Debtors
- due within one year	5	284,958		183,140
- due after more than one year	5	821,494		777,225
Cash at bank and in hand		8,141,402		899,982
		9,247,854		1,860,347
Creditors: amounts falling due within one year	6	( 4,711,558)		( 1,168,541)
Net current assets		4,536,296		691,806
Total assets less current liabilities		26,614,987		29,097,895
Creditors: amounts falling due after more than one year	7	( 12,250,000)		( 17,750,000)
Provision for liabilities	8	( 1,595,873)		( 873,403)
Net assets		12,769,114		10,474,492
Capital and reserves
Called-up share capital		900,000		900,000
Undistributable reserve		7,466,231		3,654,251
Other reserves		51,087		110,330
Profit and loss account		4,351,796		5,809,911
Total shareholders' funds		12,769,114		10,474,492

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements of Calthorpe Property Company Limited (registered number: 02623547) were approved and authorised for issue by the Board of Directors on 16 July 2026. They were signed on its behalf by:

D I Wooldridge Director

H J Cooper Director

	Called-up share capital		Undistributable reserve		Other reserves		Profit and loss account		Total
	£		£		£		£		£
At 06 April 2024	900,000		2,897,543		194,826		5,475,213		9,467,582
Profit for the financial year	0		0		0		1,091,406		1,091,406
Loss on hedging	0		0		( 112,662)		0		( 112,662)
Tax relating to components of other comprehensive income	0		0		28,166		0		28,166
Transfer between reserves	0		756,708		0		( 756,708)		0
Total comprehensive income	0		756,708		( 84,496)		334,698		1,006,910
At 05 April 2025	900,000		3,654,251		110,330		5,809,911		10,474,492
At 06 April 2025	900,000		3,654,251		110,330		5,809,911		10,474,492
Profit for the financial year	0		0		0		2,353,865		2,353,865
Loss on hedging	0		0		( 78,991)		0		( 78,991)
Tax relating to components of other comprehensive income	0		0		19,748		0		19,748
Transfer between reserves	0		3,811,980		0		( 3,811,980)		0
Total comprehensive income	0		3,811,980		( 59,243)		( 1,458,115)		2,294,622
At 05 April 2026	900,000		7,466,231		51,087		4,351,796		12,769,114

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Calthorpe Property Company Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 76 Hagley Road, Edgbaston, Birmingham, B16 8LU, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council.

The financial statements are presented in Sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The financial statements have been prepared on a going concern basis which is dependent upon the continued support of the company's controlling party. The controlling party has committed to continue to provide this support for at least a period of twelve months from the date of approval of these financial statements. The impact of the challenging economic outlook on the ability of the company to continue as a going concern has been assessed by the directors, and they have undertaken stress testing of the company’s cash flows and covenant compliance with bank facilities taking account forecast rental collections through to March 2028. Accordingly, the directors are satisfied the company can continue to operate for at least twelve months from the date of approval of these financial statements.

Group accounts exemption

Group accounts exemption s399
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Turnover

Rents are brought into account on an accruals basis. The rental income is matched to the days of the period.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Current tax

The current 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 taxable income.

Deferred tax

Provision is made for deferred tax liabilities in respect of all timing differences arising from the different treatment of items for accounting and taxation purposes without discounting.

Deferred tax assets in respect of such timing differences are recognised to the extent that they are regarded as being, more likely than not, recoverable in the short to medium term, and are not discounted.

Group relief

Charges for amounts payable in respect of tax losses surrendered to the company or credits for amounts receivable in respect of tax losses surrendered by the company and utilised by other group companies are recognised in the year to which they relate.

Investments

Investments in subsidiaries are stated at cost less provision for impairment. Where a loan is made to a subsidiary at a rate of interest below the market rate, the difference between the cash value and the present value of the loan is accounted for as a capital contribution to the subsidiary and increase in the cost of the investment.

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.

Income from fixed asset investments is recognised when the right to receive payment is established.

Investment property

Investment properties are carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

The company as lessee
Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity investments.

Derivative financial instruments
The company uses derivative financial instruments such as interest rate swaps to hedge its risks associated with interest rate fluctuations. The interest rate swap is an effective hedge and the company has chosen to adopt hedge accounting. Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value through other comprehensive income. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

The fair value of interest rate swap contracts is determined by calculating the present value of the estimated future cash flows based on observable yield curves.

Other financial assets
Amounts recoverable on contracts relates to other financial assets and are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss.

Provisions

Provisions are recognised when the company has an obligation at the reporting date as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Ordinary share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.

Dividends

Dividend distributions to the company’s shareholders are recognised in the financial statements in the reporting period in which interim dividends are paid and final dividends are recognised when approved by the members.

2. Employees

	2026		2025
	Number		Number
Monthly average number of persons employed by the company during the year, including directors	22		23

3. Tangible assets

	Investment property		Total
	£		£
Cost/Valuation
At 06 April 2025	21,732,000		21,732,000
Additions	359,048		359,048
Revaluations	2,034,380		2,034,380
Disposals	( 2,510,000)		( 2,510,000)
Movement on tenant lease incentives	8,572		8,572
At 05 April 2026	21,624,000		21,624,000
Accumulated depreciation
At 06 April 2025	0		0
At 05 April 2026	0		0
Net book value
At 05 April 2026	21,624,000		21,624,000
At 05 April 2025	21,732,000		21,732,000

The investment properties class of fixed assets was revalued as at 5 April 2026 by Colliers International Property Consultants and Inspire Property Management, professionally qualified External Valuers, in accordance with the RICS Valuation - Global Standards published by the Royal Institution of Chartered Surveyors. The basis of this valuation was Market Value. This class of assets has a current value of £21,624,000 (2025 - £21,732,000 ) and a carrying amount at historical cost of £12,573,532 (2025 - £18,092,023).

Properties held at a value of £10.92m (2025 - £9.62m) are charged as security for loan facilities from Lloyds Bank Plc to the ultimate shareholder. In addition, properties held at a value of £2.65m (2025 - £2.68m) are charged as security for loan facilities from Handelsbanken Plc to the company, see note 6.

4. Fixed asset investments

	2026		2025
	£		£
Subsidiary undertakings	26,062		26,062
Other investments and loans	428,629		6,648,027
	454,691		6,674,089

Investments in subsidiaries

	2026
	£
Cost
At 06 April 2025	26,062
At 05 April 2026	26,062
Carrying value at 05 April 2026	26,062
Carrying value at 05 April 2025	26,062

	Listed investments		Total
	£		£
Cost or valuation before impairment
At 06 April 2025	6,648,027		6,648,027
Additions	206,825		206,825
Disposals	( 6,432,505)		( 6,432,505)
Movement in fair value	6,282		6,282
At 05 April 2026	428,629		428,629
Carrying value at 05 April 2026	428,629		428,629
Carrying value at 05 April 2025	6,648,027		6,648,027

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 05.04.2026	Ownership 05.04.2025
Calthorpe Group Management Limited	76 Hagley Road, Edgbaston, Birmingham, B16 8LU	Management activites	Ordinary	100.00%	100.00%

5. Debtors

	2026		2025
	£		£
Debtors: amounts falling due within one year
Trade debtors	100,485		85,127
Amounts recoverable on contracts	9,010		0
Prepayments and accrued income	91,391		89,492
Derivative financial instruments	68,113		0
Other debtors	15,959		8,521
	284,958		183,140
Debtors: amounts falling due after more than one year
Amounts owed by group undertakings	630,121		630,121
Amounts recoverable on contracts	191,373		0
Derivative financial instruments	0		147,104
	821,494		777,225

6. Creditors: amounts falling due within one year

	2026		2025
	£		£
Bank loans	3,497,905		0
Trade creditors	212,248		282,854
Amounts owed to group undertakings	44,128		22,010
Accruals and deferred income	650,356		594,860
Taxation and social security	65,063		77,992
Other creditors	241,858		190,825
	4,711,558		1,168,541

The company has an interest rate swap in place with Handelsbanken Plc. The interest rate swap is for a nominal value of £3.5m (2025 - £3.5m) with a maturity date of 30 November 2026. The company pays interest at 1.39% and Handelsbanken Plc pays interest at the Bank of England base rate. The loan agreement is secured on properties, as shown in note 3, held by the company at a value of £2.65m (2025 - £2.68m) and properties held by the controlling party. The facility is repayable by 27 November 2026 and subject to interest at 2.05% over Bank of England base rate.

7. Creditors: amounts falling due after more than one year

	2026		2025
	£		£
Bank loans	0		3,500,000
Amounts owed to related parties	12,250,000		14,250,000
	12,250,000		17,750,000

The shareholder provided a loan facility of £25m (2025- £25m) throughout the year. At 5 April 2026, £12,250,000 (2025 - £14,250,000) had been drawn down. The facility is repayable in full upon 12 months prior notice in writing, and during the year bore interest at an average rate of 6.61% (2025 - 7.5%). Interest of £839,340 (2025 - £1,068,917) was charged during the year.

8. Provision for liabilities

	Deferred taxation		Total
	£		£
At 06 April 2025	873,403		873,403
Charged to the Profit and Loss Account	742,218		742,218
Credited to the Statement of Comprehensive Income	( 19,748)		( 19,748)
At 05 April 2026	1,595,873		1,595,873