The directors present their annual report and financial statements for the year ended 31 August 2025.

The principal activity of the company is that of holding investment property.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Affinia (Stratford) were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The directors are responsible 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies regime.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Sam 99p Properties Limited is a private company limited by shares incorporated in England and Wales. The registered office is 67-71 Cranbrook Road, Ilford, Essex, England, IG1 4PG.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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 freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The Company is part of a group which operates under banking facilities that are subject to financial covenant requirements. The Company owns investment properties with a carrying value of £7,310,001 and reported a profit after taxation of £148,989 for the year ended 31 August 2025. At the reporting date, the Company had net current liabilities of £7,049,232, principally arising from bank borrowings and funding provided by group undertakings and related parties. true

The Company is a participant in the group's financing arrangements and the covenant requirements attached to the group banking facilities were not met at 31 August 2025. Subsequent covenant testing performed in February 2026 and May 2026 demonstrated compliance with the covenant requirements.

Subsequent to the year end, the banking facilities were refinanced. The covenant terms under the refinanced facilities are unchanged from those contained in the original agreement as at 31 August 2025 and have been considered as part of management's going concern assessment.

The directors have prepared cash flow forecasts and considered forecast rental income, debt servicing requirements, property values, available funding facilities, support available from the wider group, the refinancing of the banking facilities and the lender's awareness of the covenant breaches at the reporting date. Whilst the subsequent covenant compliance is encouraging, the covenant breach at the reporting date indicates the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.

Nevertheless, having considered the forecasts and the continued support available within the group, the directors believe it remains appropriate to prepare the financial statements on the going concern basis. Accordingly, the financial statements have been prepared on the going concern basis and do not include any adjustments that would result if the Company were unable to continue as a going concern.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured.

Rental income is measured as the fair value of the rents receivable on the accrual basis.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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, 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.

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, 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.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

In the application of the company’s accounting policies, 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 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 ongoing basis. Revisions to accounting 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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The fair value of investment properties has been determined based on valuations performed by an independent third-party external valuer. The valuations were prepared on an open market basis, with reference to market evidence of transaction prices for similar properties and/or professional valuations at other dates. The directors have assessed the appropriateness of these valuations at the reporting date by considering whether there have been any significant changes in market conditions or in the properties themselves since the valuation date, to ensure that the fair value estimates remain reasonable.

The average monthly number of persons (including directors) employed by the company during the year was:

A total of three freehold investment properties were acquired on the open market as follows: 30 June 2021 (cost £1,570,520), 11 July 2022 (cost £993,424), and 31 January 2024 (cost £4,413,699). The Directors consider that the carrying values of these properties were not materially different from their fair values as at 31 August 2024.

As at the year ended 31 August 2025, the Company recognised a fair value increase on investment properties. The carrying amount of the properties was adjusted to their fair value, resulting in a gain of £332,358 (2024: £nil), which has been recognised in profit or loss.

The fair value of investment properties has been determined based on valuations performed by an independent third-party external valuer. The valuations were prepared on an open market basis, with reference to market evidence of transaction prices for similar properties and/or professional valuations at other dates. The directors have assessed the appropriateness of these valuations at the reporting date by considering whether there have been any significant changes in market conditions or in the properties themselves since the valuation date, to ensure that the fair value estimates remain reasonable.

Included in other debtors is balance of £36,160 (2024: £38,160) due from related parties. Amounts owed by related parties are interest free and repayable on demand.

Amounts owed to group undertakings are interest free and repayable on demand.

Included in other creditors is interest free bearing loan of £836,773 (2024: £1,035,922) due to company directors. During the year, the Company received a loan of £35,000 (2024: £35,000) from Meeran Ltd, a company under common control. The balance is interest-free and repayable on demand.

The bank loans are secured by legal charges over Company properties, together with Parent Company guarantees and debentures where applicable.

The Company has three secured term loan facilities with Barclays Bank PLC totalling £4,400,000, comprising facilities of £600,000, £900,000 and £2,900,000 respectively.

The loans accrue interest on a monthly basis at a floating rate of Bank of England base rate plus 2.950% per annum.

The facilities are repayable as follows:

• £600,000 facility: repayable on 19 June 2026

• £900,000 facility: repayable on 2 August 2027

• £2,900,000 facility: repayable on 21 January 2029

The loans are secured by legal charges over Company properties, together with Parent Company guarantees and debentures where applicable.

The facilities are repayable by monthly instalments of principal and interest, with the remaining outstanding balances due in full at maturity.

As at 31 August 2025, the total outstanding balance of the term loan facilities was £4,072,366, (2024: £4,073,096).

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The Ordinary shares hold no restrictions on the distribution of dividends and the repayment of capital.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

We draw attention to Note 1.2 of the financial statements, which explains that the Company is part of a group financing arrangement subject to covenant testing and that the covenant requirements attached to the group borrowing facilities were not met at 31 August 2025. Although covenant compliance was achieved at subsequent testing dates in February 2026 and May 2026, the position at the reporting date indicates the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

The auditor's report is unqualified.

The immediate and ultimate parent undertaking and controlling party is Sam 99p Limited, which prepares consolidated group financial statements. The registered office of Sam 99p Limited is 67 Cranbrook Road, Ilford, Essex, IG1 4PG.

The Company has taken advantage of the exemption available under FRS 102 Section 33.1A, and has therefore not disclosed transactions with wholly owned subsidiaries within the same group.

Amounts owed to directors are disclosed in note 6.

During the year, the Company received a loan of £35,000 from Meeran Ltd, a company under common control (see note 6). The balance is interest-free and repayable on demand.

The immediate parent company is Sam 99P Limited. The largest and smallest group of undertakings for which consolidated financial statements have been prepared for the period ended 31 August 2025 is the group headed by Sam 99P Limited. Copies of the group financial statements are available from 67 Cranbrook Road, Ilford, Essex, IG1 4PG.