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REGISTERED NUMBER: 08088487 (England and Wales)














Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 August 2025

for

Carpenter Investments Limited

Carpenter Investments Limited (Registered number: 08088487)






Contents of the Consolidated Financial Statements
for the Year Ended 31 August 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


Carpenter Investments Limited

Company Information
for the Year Ended 31 August 2025







DIRECTORS: A J Beer
D C Brewitt





REGISTERED OFFICE: Seymour Chambers
92 London Road
Liverpool
Merseyside
L3 5NW





REGISTERED NUMBER: 08088487 (England and Wales)





AUDITORS: Douglas Fairless Partnership
Chartered Certified Accountants
and Statutory Auditors
Seymour Chambers
92 London Road
Liverpool
Merseyside
L3 5NW

Carpenter Investments Limited (Registered number: 08088487)

Group Strategic Report
for the Year Ended 31 August 2025

The directors present their strategic report of the company and the group for the year ended 31 August 2025.

Carpenter Investments Ltd is the holding company for a group of companies specialising in property investment and development across the northwest of England. We focus on the creation, development, and management of new build to rent communities and purpose-built student accommodation. We currently have over 2000 residents living in our PBSA and BTR communities and our average occupancy rate for the year was 97%. In addition we have a commercial portfolio of 85,000 sq ft, which is also 96% let, primarily to high quality national retailers and institutions.

Our average tenancy length for our 569 BTR homes is now 30 months. We think this reflects our commitment to providing high quality housing at reasonable prices for our tenants. We work hard to ensure that all our tenants have safe, well maintained and well-designed homes.

At the heart of our success is that we reinvest from our own resources, control and manage our own construction and manage our completed buildings ourselves. This has allowed us to increase Shareholder Funds from £42.2m in 2019 to £116m in 2025. This approximately 18.4% compound annual increase in shareholder funds is testament to the dedication and hard work of our staff, and the support of our banks as well as to the underlying common sense of our business model. The company now has gross fixed assets of £294 million, which represents an increase of approximately 14% compared with the previous year.

REVIEW OF BUSINESS
2025 was another challenging year for property and construction in general, but we did benefit from 4 consecutive reductions in the Bank of England base rate in the 4 quarters to 31/08/25. Our bank borrowings across the group rose from £127.8 million in 2024 to £143.5 Million in 2025, which was driven by our Stockport site coming to the end of the development phase. This has resulted in group Interest costs on our investment portfolio increasing from £9.2 million in 2024 to £9.9 million in 2025, the increase being less than expected due to the reductions in the base rate.

During the year we have continued to build. This year we have continued with our Springmount Mill project in Stockport. This 202 home, £50 million development welcomed its first residents in the second half of 2025 and the site became fully available for let in January 2026 which will result in a notable increase in rental yields in the 31/08/26 year.

In addition, we achieved a planning permission in January 2024 for 267 apartments at our freehold site in Kings Dock, Liverpool. This permission has been subsequently revised to 291 apartments and we are expecting to make a start on this development in Q4 2026/Q1 2027 as planning/BSR/funding issues are resolved.

Group income has increased by £0.351 million year on year, an increase of 2.41% to £14.9million. We expect rental growth over the current financial year and demand for the secure, well appointed, energy efficient homes we offer continues to increase.

Cash generated from operations has increased from £9.86 million in 2024 to £11.9m in 2025. Due to the high base rates over the past few years, our total interest payments have remained high. We are hopeful that the Bank of England will continue its current trend of interest rate reductions which ultimately will increase our profits and cash generated. The Group has remained fully covenant compliant at all times and with the recent decrease in interest rates now, together with growth in income and continued tight control of operating costs we are expecting to see continued growth in operating income.

Capital allocation decisions will continue to prioritise investment in high-quality development opportunities, respond to market opportunities whilst maintaining sufficient liquidity to support the Group's development pipeline. The Directors intend to review the dividend policy, recognising the importance of providing appropriate returns to shareholders while retaining capital to support future investment and strengthen the Group's balance sheet. Future shareholder distributions will therefore be considered in the context of profitability, cash generation, covenant compliance, disposals and prevailing market conditions. The Board will continue to maintain a conservative approach to borrowing, seeking to minimise funding costs whilst preserving financial flexibility, maintaining or reducing overall gearing levels targeted at between 40% and 60% LTV.


Carpenter Investments Limited (Registered number: 08088487)

Group Strategic Report
for the Year Ended 31 August 2025

PRINCIPAL RISKS AND UNCERTAINTIES
The greatest risk to the Group's profitability is increases in the Bank of England base rate of interest. The continuous Bank of England interest rate rises in previous years have reduced our ability to obtain finance at an affordable rate, which has both slowed down construction on our sites and reduced profitability of completed sites. This will remain a risk and uncertainty to our business until the point that interest rates stabilise. Construction material costs have been subject to unprecedented inflationary pressure over the past few years which increases our development costs.

ON BEHALF OF THE BOARD:



D C Brewitt - Director


28 August 2026

Carpenter Investments Limited (Registered number: 08088487)

Report of the Directors
for the Year Ended 31 August 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 August 2025.

DIVIDENDS
Interim dividends per share were paid as follows:
£106,500 - 30 September 2024
£5,500 - 31 August 2025
£224,000

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 August 2025 will be £ 448,000 .

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report.

A J Beer
D C Brewitt

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Douglas Fairless Partnership, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





D C Brewitt - Director


28 August 2026

Report of the Independent Auditors to the Members of
Carpenter Investments Limited

Opinion
We have audited the financial statements of Carpenter Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 August 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 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 group's and 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 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 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.

Report of the Independent Auditors to the Members of
Carpenter Investments Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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:

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.

In identifying and assessing risks of material misstatement in the financial statements in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, the control environment and the impact of business performance on Directors earnings.
- results of our enquiries of management and key finance persons about their own identification and assessment of the risks and irregularities.
- any matters we identified after obtaining and reviewing company policies and procedures relating to; identifying, evaluating and complying with laws and regulations. Detecting and responding to risks of fraud. The internal controls in place to mitigate the risks of fraud or non-compliance with laws and regulations.

From this assessment, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis of our opinion. Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- reading minutes of meetings of those charged with governance, reviewing correspondence with HMRC; and
- in addressing the risk of fraud through management override of controls; we have tested the operational effectiveness of internal controls relevant to the financial statements, tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not 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.

Report of the Independent Auditors to the Members of
Carpenter Investments Limited





Mr Gregory Newton FCCA (Senior Statutory Auditor)
for and on behalf of Douglas Fairless Partnership
Chartered Certified Accountants
and Statutory Auditors
Seymour Chambers
92 London Road
Liverpool
Merseyside
L3 5NW

28 August 2026

Carpenter Investments Limited (Registered number: 08088487)

Consolidated
Income Statement
for the Year Ended 31 August 2025

31.8.25 31.8.24
Notes £    £   

TURNOVER 3 14,969,028 14,597,353

Cost of sales 758,081 314,910
GROSS PROFIT 14,210,947 14,282,443

Administrative expenses 4,430,034 4,825,893
9,780,913 9,456,550

Other operating income - 1,110
OPERATING PROFIT 5 9,780,913 9,457,660

Interest receivable and similar income 708,238 806,703
10,489,151 10,264,363
Gain/loss on revaluation of investment
property

18,412,187

6,597,915
28,901,338 16,862,278

Interest payable and similar expenses 6 9,949,625 9,219,396
PROFIT BEFORE TAXATION 18,951,713 7,642,882

Tax on profit 7 4,463,981 1,702,681
PROFIT FOR THE FINANCIAL YEAR 14,487,732 5,940,201
Profit attributable to:
Owners of the parent 14,520,874 5,950,780
Non-controlling interests (33,142 ) (10,579 )
14,487,732 5,940,201

Carpenter Investments Limited (Registered number: 08088487)

Consolidated
Other Comprehensive Income
for the Year Ended 31 August 2025

31.8.25 31.8.24
Notes £    £   

PROFIT FOR THE YEAR 14,487,732 5,940,201


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

14,487,732

5,940,201

Total comprehensive income attributable to:
Owners of the parent 14,487,732 5,940,201

Carpenter Investments Limited (Registered number: 08088487)

Consolidated Balance Sheet
31 August 2025

31.8.25 31.8.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 391,665 491,665
Tangible assets 11 1,467,932 1,284,189
Investments 12
Interest in associate 43,722 10,580
Investment property 13 292,214,010 256,171,696
294,117,329 257,958,130

CURRENT ASSETS
Debtors 14 18,493,772 17,627,559
Cash at bank and in hand 185,945 610,246
18,679,717 18,237,805
CREDITORS
Amounts falling due within one year 15 56,311,461 38,249,061
NET CURRENT LIABILITIES (37,631,744 ) (20,011,256 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

256,485,585

237,946,874

CREDITORS
Amounts falling due after more than one
year

16

(113,017,000

)

(113,017,000

)

PROVISIONS FOR LIABILITIES 19 (27,454,268 ) (22,990,287 )
NET ASSETS 116,014,317 101,939,587

CAPITAL AND RESERVES
Called up share capital 20 4 4
Non-Dist Reserves 87,055,487 73,246,347
Retained earnings 28,958,826 28,693,236
SHAREHOLDERS' FUNDS 116,014,317 101,939,587

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2026 and were signed on its behalf by:




A J Beer - Director



D C Brewitt - Director


Carpenter Investments Limited (Registered number: 08088487)

Company Balance Sheet
31 August 2025

31.8.25 31.8.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 1,464 1,722
Investments 12 23 24
Investment property 13 - -
1,487 1,746

CURRENT ASSETS
Debtors 14 42,193,833 39,468,959
Cash at bank 58,851 191,638
42,252,684 39,660,597
CREDITORS
Amounts falling due within one year 15 6,709,321 6,461,514
NET CURRENT ASSETS 35,543,363 33,199,083
TOTAL ASSETS LESS CURRENT
LIABILITIES

35,544,850

33,200,829

CAPITAL AND RESERVES
Called up share capital 20 4 4
Retained earnings 35,544,846 33,200,825
SHAREHOLDERS' FUNDS 35,544,850 33,200,829

Company's profit for the financial year 2,792,021 1,790,803

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2026 and were signed on its behalf by:




A J Beer - Director



D C Brewitt - Director


Carpenter Investments Limited (Registered number: 08088487)

Consolidated Statement of Changes in Equity
for the Year Ended 31 August 2025

Called up
share Retained Non-Dist Total
capital earnings Reserves equity
£    £    £    £   
Balance at 1 September 2023 4 28,140,892 68,297,912 96,438,808

Changes in equity
Dividends - (450,000 ) - (450,000 )
Total comprehensive income - 1,002,344 4,948,435 5,950,779
Balance at 31 August 2024 4 28,693,236 73,246,347 101,939,587

Changes in equity
Dividends - (448,000 ) - (448,000 )
Total comprehensive income - 711,734 13,809,140 14,520,874
Balance at 31 August 2025 4 28,956,970 87,055,487 116,012,461

Carpenter Investments Limited (Registered number: 08088487)

Company Statement of Changes in Equity
for the Year Ended 31 August 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 September 2023 4 31,860,022 31,860,026

Changes in equity
Dividends - (450,000 ) (450,000 )
Total comprehensive income - 1,790,803 1,790,803
Balance at 31 August 2024 4 33,200,825 33,200,829

Changes in equity
Dividends - (448,000 ) (448,000 )
Total comprehensive income - 2,792,021 2,792,021
Balance at 31 August 2025 4 35,544,846 35,544,850

Carpenter Investments Limited (Registered number: 08088487)

Consolidated Cash Flow Statement
for the Year Ended 31 August 2025

31.8.25 31.8.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 11,918,078 9,861,194
Interest paid (6,952,833 ) (7,440,113 )
Tax paid (3,451 ) 3,451
Net cash from operating activities 4,961,794 2,424,532

Cash flows from investing activities
Purchase of intangible fixed assets - (499,998 )
Purchase of tangible fixed assets (349,042 ) (121,625 )
Purchase of investment property (18,065,127 ) (15,537,639 )
Sale of fixed asset investments 1 -
Interest received 708,238 806,703
Net cash from investing activities (17,705,930 ) (15,352,559 )

Cash flows from financing activities
New loans in year 16,968,518 19,431,080
Loan repayments in year (1,328,192 ) (4,458,498 )
Interest development accrued (2,969,337 ) (1,779,283 )
Amount introduced by directors 104,810 -
Amount withdrawn by directors (7,964 ) (72,411 )
Equity dividends paid (448,000 ) (450,000 )
Net cash from financing activities 12,319,835 12,670,888

Decrease in cash and cash equivalents (424,301 ) (257,139 )
Cash and cash equivalents at beginning
of year

2

610,246

867,385

Cash and cash equivalents at end of year 2 185,945 610,246

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 August 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.8.25 31.8.24
£    £   
Profit before taxation 18,951,713 7,642,882
Depreciation charges 265,298 161,135
Loss on disposal of fixed assets - 544
Gain on revaluation of fixed assets (18,412,187 ) (6,597,915 )
Finance costs 9,949,625 9,219,396
Finance income (708,238 ) (806,703 )
10,046,211 9,619,339
Increase in trade and other debtors (990,513 ) (589,964 )
Increase in trade and other creditors 2,862,380 831,819
Cash generated from operations 11,918,078 9,861,194

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 August 2025
31.8.25 1.9.24
£    £   
Cash and cash equivalents 185,945 610,246
Year ended 31 August 2024
31.8.24 1.9.23
£    £   
Cash and cash equivalents 610,246 867,385


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.9.24 Cash flow At 31.8.25
£    £    £   
Net cash
Cash at bank and in hand 610,246 (424,301 ) 185,945
610,246 (424,301 ) 185,945
Debt
Debts falling due within 1 year (14,844,383 ) (15,650,465 ) (30,494,848 )
Debts falling due after 1 year (113,017,000 ) - (113,017,000 )
(127,861,383 ) (15,650,465 ) (143,511,848 )
Total (127,251,137 ) (16,074,766 ) (143,325,903 )

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements
for the Year Ended 31 August 2025

1. STATUTORY INFORMATION

Carpenter Investments Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of investment properties]. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;
- Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 26 'Share based Payment' - Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
- Section 33 'Related Party Disclosures' - Compensation for key management personnel.

Going Concern
At the time of signing these accounts, having considered the economic climate, the Directors expectations and intentions for the next 12 months, having reviewed cashflow forecasts for the next 12 months and a day and the availability of working capital, the Director's are of the the opinion that the Company will remain viable for the foreseeable future and therefore these Financial Statements have been prepared on the Going Concern basis.

Basis of consolidation
The consolidated financial statements incorporate those of Carpenter Investments Ltd and all of its subsidiaries. Subsidiaries acquired during the year are consolidated using the purchase method.
Their results are incorporated from the date that control passes.

All financial statements are made up to 31st August each year. where necessary, adjustments are made to the financial statements of the subsidiaries to bring accounting policies in line with those used by the group.

All inter-group transactions and balances between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

These financial statements consolidate the results of the company and its wholly owned subsidiaries on a line-by-line basis.

Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for using the equity method.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

2. ACCOUNTING POLICIES - continued

Associates
Investments in associates are carried on the group balance sheet using the equity method.

Significant judgements and estimates
In the application of the groups accounting policies, the director's 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 historical 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 on going basis. Revisions to accounting estimates are recognised in the period in which the estimates is revised where the revision affects only that period, or in the period of the revision and future periods where revision affects both current and future periods.

Investment properties of the group are measured at fair value. Fair value of the group's investment property portfolio is established through obtaining professional valuations of group properties on a periodic basis, which would normally be every 3 to 5 years, using professionals who possess the relevant expertise, experience and qualifications to make an assessment of the fair value of the group's investment property portfolio. On years where a professional valuation has not taken place, the director's make their own assessment of the fair value of the group's investment property portfolio.This assessment is performed by considering current market rental yields and comparable market transactions. Whether the valuations are produced by a professional valuer or the directors, the assumptions applied are inherently subjective and so are subject to a degree of estimation uncertainty.

Estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover
Rental income - The turnover in the profit & loss account represents revenue recognised on rents charged on accrued rental periods during the period exclusive of value added tax.

Architect Income - The turnover in the profit & loss account represents revenue recognised on services fully delivered during the period exclusive of value added tax.

Car Park Income - The turnover in the profit & loss account represents revenue recognised on services fully delivered during the period exclusive of value added tax.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of five years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - not provided
Plant and machinery - 20% on reducing balance
Fixtures and fittings - 15% on reducing balance
Computer equipment - 33% on cost and 25% on cost

Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.

In accordance with FRS 102 (s17.16) depreciation is not provided on the land held in freehold property as it is considered to have an unlimited useful life.

Investments in subsidiaries and associates
Investments in subsidiary and associate undertakings are recognised at cost.

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

2. ACCOUNTING POLICIES - continued

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

The Investment Property is initially recognised at cost; cost includes the purchase cost, costs of development to bring the site into use and any other directly attributable expenditure. Subsequently, it is measured at fair value at the reporting date. The surplus or deficit on revaluation is recognised in the profit & loss account.

The fair value surplus and deficits recognised in the profit loss account are non-distributable reserves and are shown separately on the face of the balance sheet as non-distributable retained earnings. The amounts held in non-distributable reserves for the fair value adjustments are shown after providing for deferred taxation.

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised..

Classification of 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 deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.


Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

2. ACCOUNTING POLICIES - continued
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.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.8.25 31.8.24
£    £   
Services 1,697,159 917,102
Rents Received 13,271,869 13,680,251
14,969,028 14,597,353

4. EMPLOYEES AND DIRECTORS
31.8.25 31.8.24
£    £   
Wages and salaries 1,257,185 1,203,278
Social security costs 140,572 111,781
Other pension costs 34,228 29,830
1,431,985 1,344,889

The average number of employees during the year was as follows:
31.8.25 31.8.24

Management 3 3
Administration 32 31
35 34

31.8.25 31.8.24
£    £   
Directors' remuneration 15,960 15,960

5. OPERATING PROFIT

The operating profit is stated after charging:

31.8.25 31.8.24
£    £   
Depreciation - owned assets 165,299 152,802
Loss on disposal of fixed assets - 544
Goodwill amortisation 100,000 8,333
Auditors' remuneration 61,220 55,225
Other non- audit services 26,416 26,772

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.8.25 31.8.24
£    £   
Bank loan interest 7,611,862 7,422,550
Loan interest 4,837 17,563
Development loan interest 2,332,926 1,779,283
9,949,625 9,219,396

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.8.25 31.8.24
£    £   
Deferred tax 4,463,981 1,702,681
Tax on profit 4,463,981 1,702,681

UK corporation tax has been charged at 25 % (2024 - 25 %).

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.8.25 31.8.24
£    £   
Profit before tax 18,951,713 7,642,882
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

4,737,928

1,910,721

Effects of:
Capital allowances in excess of depreciation (650,622 ) (620,917 )
Revaluation of investment property (4,603,047 ) (1,649,479 )
Group Relief Utilised 1,560,747 667,651
Group Relief Not Utilised (1,045,006 ) (307,976 )
Deferred Tax Movement 4,463,981 1,702,681
Total tax charge 4,463,981 1,702,681

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
31.8.25 31.8.24
£    £   
ordinary shares of £1 each
Interim 448,000 450,000

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 September 2024
and 31 August 2025 499,998
AMORTISATION
At 1 September 2024 8,333
Amortisation for year 100,000
At 31 August 2025 108,333
NET BOOK VALUE
At 31 August 2025 391,665
At 31 August 2024 491,665

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and Computer
property machinery fittings equipment Totals
£    £    £    £    £   
COST
At 1 September 2024 379,750 12,638 1,774,773 43,483 2,210,644
Additions - 25,139 319,032 4,871 349,042
At 31 August 2025 379,750 37,777 2,093,805 48,354 2,559,686
DEPRECIATION
At 1 September 2024 - 2,645 886,902 36,908 926,455
Charge for year - 4,472 156,417 4,410 165,299
At 31 August 2025 - 7,117 1,043,319 41,318 1,091,754
NET BOOK VALUE
At 31 August 2025 379,750 30,660 1,050,486 7,036 1,467,932
At 31 August 2024 379,750 9,993 887,871 6,575 1,284,189

Company
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 September 2024
and 31 August 2025 6,320 1,847 8,167
DEPRECIATION
At 1 September 2024 4,598 1,847 6,445
Charge for year 258 - 258
At 31 August 2025 4,856 1,847 6,703
NET BOOK VALUE
At 31 August 2025 1,464 - 1,464
At 31 August 2024 1,722 - 1,722

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

12. FIXED ASSET INVESTMENTS

Group
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST
At 1 September 2024 1 10,580 10,581
Disposals (1 ) - (1 )
Share of profit/(loss) - 33,142 33,142
At 31 August 2025 - 43,722 43,722
NET BOOK VALUE
At 31 August 2025 - 43,722 43,722
At 31 August 2024 1 10,580 10,581
Company
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST
At 1 September 2024 23 1 24
Disposals (1 ) - (1 )
At 31 August 2025 22 1 23
NET BOOK VALUE
At 31 August 2025 22 1 23
At 31 August 2024 23 1 24

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Associated company

Term Engineering Ltd
Registered office: Seymour Chambers, 92 London Road, Liverpool, L3 5NW
Nature of business: Engineering
%
Class of shares: holding
ordinary 50.00
31.8.25 31.8.24
£    £   
Aggregate capital and reserves 129,429 63,144
Profit for the year 66,285 21,158

Minority interest has been excluded from the accounts due to being non-material.


Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

12. FIXED ASSET INVESTMENTS - continued


SUBSIDIARIES

Details of the company's subsidiaries ar 31 August 2025 are as follows:


Name of undertaking

Nature of business
Class of
shares held

Holding %

Carpenter Investments Brunswick Park Ltd Dormant Ordinary 100%
Carpenter Investments Vine Street Ltd Property Rental Ordinary 100%
Carpenter Investments Brunswick Park 2 Ltd Property Rental Ordinary 100%
Oregon & Ratcliffe Ltd Property Rental Ordinary 100%
Liverpool Edge (Myrtle Street) Ltd Property Rental Ordinary 100%
Carpenter Investments 1 Kings Dock Ltd Property Rental Ordinary 100%
Carpenter Investments Stockport Ltd Property Rental Ordinary 100%
Liverpool Edge Ltd Services Ordinary 100%
Carpenter Investments Hawthorne Ltd Property Rental Ordinary 100%
Carpenter Investments Station Road Ltd Property Rental Ordinary 100%
Liverpool Edge (Hardman Street) Ltd Property Rental Ordinary 100%
Carpenter Investments Vine Street B Ltd Property Rental Ordinary 100%
Liverpool Edge (Copperas Hill) Ltd Property Rental Ordinary 100%
Simons Design Ltd Services Ordinary 100%
Carpenter Investments Brunswick Quay Ltd Property Rental Ordinary 100%
Carpenter Old Station Gardens Ltd Dormant Ordinary 100%
Pink Cloud Ltd Services Ordinary 100%

Registered office address of all subsidiary companies is Seymour Chambers, 92 London Road, Liverpool, L3 5NW.

13. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 September 2024 256,171,696
Additions 18,065,127
Revaluations 17,977,187
At 31 August 2025 292,214,010
NET BOOK VALUE
At 31 August 2025 292,214,010
At 31 August 2024 256,171,696

Fair value at 31 August 2025 is represented by:
£   
Valuation in 2016 8,708,857
Valuation in 2017 6,876,965
Valuation in 2018 13,006,762
Valuation in 2019 (10,081 )
Valuation in 2020 31,542,262
Valuation in 2021 8,650,675
Valuation in 2022 5,348,544
Valuation in 2023 16,939,899
Valuation in 2024 6,597,915
Valuation in 2025 17,977,187
Cost 176,575,025
292,214,010

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

13. INVESTMENT PROPERTY - continued

Group

If investment property had not been revalued it would have been included at the following historical cost:

31.8.25 31.8.24
£    £   
Cost 176,575,025 142,537,259

Investment property was valued on an open market basis on 31 July 2025 by Avis Young. .

14. DEBTORS

Group Company
31.8.25 31.8.24 31.8.25 31.8.24
£    £    £    £   
Amounts falling due within one year:
Trade debtors 4,571,477 3,805,666 - 350
Amounts owed by group undertakings - - 29,038,338 -
Other debtors 422,650 584,444 345,093 226,879
Inter-company - - - 26,353,473
Directors' current accounts 37,770 134,616 37,820 134,666
Prepayments and accrued income 27,485 - - -
Prepayments 684,390 352,833 22,582 3,591
5,743,772 4,877,559 29,443,833 26,718,959

Amounts falling due after more than one year:
Loan notes 12,750,000 12,750,000 12,750,000 12,750,000

Aggregate amounts 18,493,772 17,627,559 42,193,833 39,468,959

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.8.25 31.8.24 31.8.25 31.8.24
£    £    £    £   
Bank loans and overdrafts (see note 17) 30,494,848 14,844,383 - -
Payments on account 324,977 556,570 - -
Trade creditors 4,659,646 4,073,654 177,162 180,498
Amounts owed to group undertakings - 435,000 6,501,432 -
Corporation taxation - 3,451 - -
Social security and other taxes 36,587 31,710 6,736 5,987
VAT 107,598 33,590 - -
Other creditors 12,587,007 13,246,368 15,633 353,038
Inter-company - - - 5,912,589
Accruals and deferred income 3,778,401 3,461,469 - -
Accrued expenses 4,322,397 1,562,866 8,358 9,402
56,311,461 38,249,061 6,709,321 6,461,514

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
31.8.25 31.8.24
£    £   
Bank loans (see note 17) 113,017,000 113,017,000

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

17. LOANS

An analysis of the maturity of loans is given below:

Group
31.8.25 31.8.24
£    £   
Amounts falling due within one year or on demand:
Bank loans 30,494,848 14,844,383
Amounts falling due between one and two years:
Bank loans - 1-2 years 38,182,000 56,835,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 74,835,000 56,182,000

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.8.25 31.8.24
£    £   
Bank loans 143,511,848 127,861,383

There are no loans due after more than 5 years.

Handelsbanken PLC have a fixed charge over the properties comprising of the land registered under title numbers MS365742. MS365750, MS582687, MS623611, MS650077 and LA229489.

Lloyds Bank PLC have a fixed charge over the properties comprising of the land registered under title numbers MS226941, MS666772, MS666774, MS619063, MS551245 and MS635180 .

Charles Street Commercial Investments Limited have a charge over 1 kings dock street liverpool L1 8JS.

19. PROVISIONS FOR LIABILITIES

Group
31.8.25 31.8.24
£    £   
Deferred tax 27,454,268 22,990,287

Group
Deferred
tax
£   
Balance at 1 September 2024 22,990,287
Capital Allowance Timing Diffs (30,316 )
Revaluation of Property 4,494,297
Balance at 31 August 2025 27,454,268

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.8.25 31.8.24
value: £    £   
4 ordinary £1 4 4

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

21. PENSION COMMITMENTS

The group operates a defined contributions pension scheme.The assets of the scheme are held separately from those of the company in an independently administered fund.The pension cost charge represents contributions payable by the company to the fund and amounted to £33,277 (2024 - £29,830). At the balance sheet date £6,982 (2024 - £5,865) was owing to the fund contained within other creditors.

22. CAPITAL COMMITMENTS
31.8.25 31.8.24
£    £   
Contracted but not provided for in the
financial statements 448,000 11,600,000

Carpenter Investments Stockport Ltd is budgeted to spend a further £448,000 on a property development currently contained withing investment property.

23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 August 2025 and 31 August 2024:

31.8.25 31.8.24
£    £   
A J Beer
Balance outstanding at start of year 22,015 (5,557 )
Amounts advanced 21,679 33,572
Amounts repaid (10,813 ) (6,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 32,881 22,015

D C Brewitt
Balance outstanding at start of year 112,651 67,815
Amounts advanced 7,910 50,836
Amounts repaid (115,622 ) (6,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 4,939 112,651

Loans to the director's are unsecured, interest free and repayable on demand

24. RELATED PARTY DISCLOSURES

Entities over which the entity has control, joint control or significant influence
31.8.25 31.8.24
£    £   
Transfers to related parties 16,575,960 26,112,162
Transfers from related parties 16,233,579 25,626,566
Dividends received 2,492,950 1,271,000
Amount due from related party 29,473,232 26,353,473
Amount due to related party 6,501,325 5,912,589

Dividends and amounts due to and from subsidiary companies have been removed on consolidation.

Carpenter Investments Limited (Registered number: 08088487)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 August 2025

24. RELATED PARTY DISCLOSURES - continued

Key management personnel of the entity or its parent (in the aggregate)
31.8.25 31.8.24
£    £   
Repairs 481,409 252,212
Build Costs 15,931,273 15,641,670
Consultancy, IT, Sundries, Rent & Management Fees 138,096 220,392
Rents Received - 55,900
Interest Received 708,236 796,351
Interest Paid 970,956 861,963
Amount due from related party 294,525 12,903,819
Amount due to related party 16,915,815 16,194,010

Loans provided by Rittner Investments Ltd which is a company under common control are charged to the company with 8% interest, the loans are unsecured and repayable on demand. An average interest of 5.55% has been charged from Carpenter Investments Ltd to Rittner Investments Ltd through the year for loan notes outstanding.

Any loans for all other related parties are unsecured, interest free and repayable on demand.

Other related parties
31.8.25 31.8.24
£    £   
Interest 1,990 17,594
Repayments 154,000 200,000
Amount due to related party - 152,010

The loan has an interest rate of 1.5% over base for the first 12 months and then 3.25% over base for second year, the loan was unsecured and repayable on demand.

25. POST BALANCE SHEET EVENTS

On 13/10/26, the director's agreed terms for the re-financing of the loans held with Handelsbanken, this is considered to be a non-adjusting post balance sheet event. The effects of the re-financing is that the £38,182,000 currently showing as bank loans due within 1 - 2 years will now show as bank loans due within 2 - 5 years in the next set of financial statements.

26. DIVIDENDS RECEIVED

Carpenter Investments Ltd received dividends of £2,442,950 (2024 - £1,271,000) from it's subsidiary companies.