The directors present the strategic report for the year ended 31 August 2025.

The principal activities of the group remained unchanged during the period and comprised two distinct trading businesses: property development and trading; and the operation of a retail grocery business focused on health and wellbeing.

The group reported an operating profit before exceptional items of £216,828 (2024: loss of £256,204), representing an improvement of £473,032 compared with the prior year. This stronger trading performance reflected improved underlying results at Planet Organic, despite the company having to close a store during the year. The decrease in group turnover of £763,451 was as a result of the forced closure of Planet Organic’s Spitalfields store in January 2025, with overall like-for-like sales growth of +4.3%. The 2024 period comprised 53 weeks trading, compared with 52 weeks in the current 2025 reporting period.

* Revenue stated is inclusive of rental income

At the period end, the group had cash of £1,278,450 (2024: £1,122,605) and was owed £2,076,011 (2024: £1,796,045) by related party companies under common control, which is repayable on demand.

The trading performance of each business division outlined further below.

Covent Garden Estates Limited continued to operate in property dealing and development.

The company reported profit before tax for the period of £786,080, (2024: £807,440k), with turnover and operating profit in line with the prior year. The business continued to trade in a challenging environment, characterised by inflation in materials and labour, increased regulatory requirements and a subdued UK economic backdrop. Higher taxation and national minimum wage increases continued to affect resilience across the retail tenancy market.

The company secured a lease renewal with its retail tenant during the period and continued to generate positive free cash flow from operations, supporting its immediate working capital requirements and capital reinvestment programs across the wider group.

Bioren Limited (operating under the Planet Organic trading name), continued to operate in the retail of organic and health-focused food products, health and body care products, juices, hot drinks and related categories serving customers with an interest in health and wellbeing.

In April 2023, Bioren Limited purchased out of administration certain business assets of PO Realisations 2023 Limited (formerly Planet Organic Limited).

The period to 30 August 2025 marked 28 months since the acquisition. During that time, the company continued to make progress in its recovery and turnaround. The results for the period reflect a continuation of that transition, including a sixth consecutive quarter of like-for-like sales growth, with overall like-for-like sales growth of +6.2%.

Improved trading performance resulted in an increase in EBITDA, before exceptional costs, with losses reduced by £682,746 to £173,043. This represented an 80% improvement on the prior year, which had benefited from an additional trading week and a full-year contribution from nine stores.

Despite extensive efforts to secure lease assignment, the Spitalfields store was closed at the end of January 2025 following the landlord’s refusal to assign the lease from PO Realisations 2023 Limited to Bioren Limited. This outcome marked the conclusion of the administration process.

The principal risks and uncertainties facing the group continue to relate to the general economic climate, increasing materials and labour costs and the management of cash flows across the group.

Price risk

Inflationary pressure on operating and property development cost including material and labour costs remains a principal challenge. The increase in employer National Insurance contributions, introduced during the financial year, placed additional pressure on cash flow. This was managed without broad-based price increases or workforce reductions, supported by improved trading, operational efficiencies, strengthened commercial agreements and more favourable supplier credit terms. Property development is managed through open tenders for commercial contracts complimented by in-house team of professional surveyors.

Liquidity and cashflow risk

Bioren’s cash flow continued to be supported by funding from Covent Garden Estates through the parent company, continued year-on-year improvement in trading EBITDA performance since the period end, and progressively more favourable terms and credit lines from the supplier base. Short-term operating leases income ensures continued free cash generation for the near future to support group working capital requirements and medium-term store improvements programs.

Credit risk

Rental income is billed and settled quarterly in advance alongside retaining rental deposits. Supplier transactions are settled within credit terms, or earlier. Bioren manages credit risk through the use of reputable payment providers. Customer transactions are settled at the point of sale which removes any potential debt collection risk.

Financial risk management objectives and policies

The primary objective of the group’s financial risk management framework is to protect financial stability and support sustainable growth. Other than shareholder and director loans (the later repaid post the period end) the group has no third-party debt obligations and is ungeared. The directors meet formally at least quarterly, with additional meetings convened as required by the level of activity and prevailing risks. Although there is no separate risk committee, risk matters are reviewed regularly at both board and leadership meetings.

For Bioren, these include sales, gross margin, wastage and employment costs within the profit and loss account, together with creditor days, stock turnover and available cash on the balance sheet. These measures are used to assess performance and to inform decision-making.

For Covent Garden Estates, these include awareness and alignment with latest planning conditions, buildings regulations, energy efficiency, sustainability and access requirements. We monitor all development / investment opportunities in the locality and new tenant demand for space. Short duration operating leases is considered consistent with the company’s strategy to preserve flexibility.

The Planet Organic business has continued to show improvement in performance since the reporting date. Benefitting from its established, wellbeing focused, customer base, as the company entered the second half of the 2026 financial year, and three years since the acquisition from administration, like-for-like sales growth remains positive, adjusting for the Islington store which was closed for one month undergoing refurbishment. The directors are mindful of rising costs and increased competition, while the potential for supply chain disruption arising from recent geopolitical developments is considered minimal.

A leaner operating cost base, positive like-for-like sales growth and improved trading terms have supported stronger EBITDA performance over the past three years. Company trading profits were ahead of the 2025 year through the current first-half trading period, and this momentum is expected to continue throughout the remainder of the financial year.

Over the 2026 financial year, the group expects to invest over £1 million in its store estate, continue its brand refresh, upgrade its IT and e-commerce systems, including broadened offering, and continue to support colleagues through training and development. These investments are expected to enhance operational efficiency and customer service capability.

The first of these refurbishment projects was completed in the Islington store at the end of February 2026. Our flagship Muswell Hill store is currently undergoing a significant 12-week refurbishment during the traditionally quieter summer trading period and is scheduled to reopen in early September. To continue serving our loyal and longstanding customer base during this period, the Company has opened a temporary pop-up store less than 150 metres from the existing location. The initiative has been exceptionally well received by the local community and has enabled us to maintain a strong presence in the area throughout the refurbishment, with further stores to follow thereafter.

On behalf of the board

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

The principal activity of the group continued to be that of holding company. The principal activity of the group continued to be that of both property trading and development and retail grocery sales of food and health products in specialised stores and online.

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the information on and exposure to financial risk and future developments.

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 auditor of the company 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 auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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 group and company, 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Qualified opinion

We have audited the financial statements of Covent Garden Estates Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the financial statements:

• give a true and fair view of the state of the group's and the parent company's 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 qualified opinion

We were appointed as auditors of the Group and Company for the year ended 31 August 2025 and this is the first year in which we have audited the Group and Company.

The opening stock balance as at 31 August 2024 includes a property held for development, stated at cost. A significant proportion of the costs capitalised within this balance arose in prior accounting periods. We were unable to obtain sufficient appropriate audit evidence to support the validity, completeness and capitalisation of these historical costs, as the underlying documentation and supporting audit trail were not available. Consequently, we were unable to determine whether any adjustments were necessary to the opening stock balance. As opening balances form the basis for determining the results of the current period, we were also unable to determine the effect of this matter on the closing stock balance, which is stated at the lower of cost and net realisable value in the statement of financial position, or on the profit or loss for the year.

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 group and parent 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 qualified 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning balances relating to property held for development. We have concluded that where the other information refers to related balances such as net assets and EBITDA, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the matter described in the basis of qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Arising solely of the limitation on our work relating to historic costs relating to development property described above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records had been maintained.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• returns adequate to the 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

• We enquired of management the systems and controls the group and company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The group and company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the group and company. We determined that the following were most relevant: FRS 102, Companies Act 2006, food hygiene laws and health and safety legislation.

• We considered the incentives and opportunities that exist in the group and company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the group and company, together with the discussions held with the group and company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to recoverability of amounts owed from group undertakings, valuation of stock, and dilapidation provisions.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Performing a physical verification of key assets and stock items (including testing of the stock system).

• Obtaining third-party confirmation of material bank balances.

• Documenting and verifying all significant related party and consolidated balances and transactions.

• Reviewing documentation such as the group and company’s board minutes for discussions of irregularities including fraud.

• Testing all material consolidation adjustments.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

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

Other matter

The financial statements of Covent Garden Estates Holdings Limited for the year ended 31 August 2024 were unaudited.

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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £331,834 (2024 - £220,627 profit).

Covent Garden Estates Holdings Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is 26-28 Neal Street, London, WC2H 9QQ.

The group consists of Covent Garden Estates Holdings Limited and all of its subsidiaries.

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.

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. 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 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries are accounted for at cost less impairment.

On 9 February 2023, Covent Garden Estates Holdings Limited became the parent company of Covent Garden Estates Limited as a result of a share for share exchange. The group accounts have been prepared in accordance with the merger accounting principles as permitted due to the shareholders of Covent Garden Estates Holdings Limited being the same as the previous parent, Universal Consolidated Group Limited and their rights, relative to each other, remain unchanged.

The consolidated group financial statements consist of the financial statements of the parent company Covent Garden Estates Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 August 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, for the following reasons.

In the period to 31 August 2025, the group generated a profit of £24,674 (2024: loss of £336,343). As at 31 August 2025, the group had net assets of £7,900,916 (2024: £7,876,242), including group cash of £1,278,450 (2024: £1,122,605).

During the year, the subsidiary, Bioren Limited, has shown improved financial performance, and although is currently still dependent on the parent, the directors have prepared a 12 month year forecast that shows the company may only require limited financial support from the parent over the next two years, and principally to fund store refurbishments and IT systems improvement capital expenditure programs.

The post year end results indicate that the group is projected to continue to achieve a cash generative position. Accordingly, at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.

Other operating income represents rental income and is stated net of VAT where appropriate. Rental income, including any incentives given, takes into the account the terms of the lease, and is recognised evenly over the length of the lease.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. In addition to retail goods held for resale, stock includes properties held for resale and is valued at the lower cost and estimated selling price less future costs expected to be incurred on disposal. Interest and loan arrangement fees payable on loans to acquire properties for resale are written off as incurred

Purchases and sales of properties are recognised when legally binding contracts which are irrevocable and effectively unconditional are exchanged and, in the case of disposals, where completion has taken place prior to the date on which the financial statements are approved.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 includes trade debtors, other 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. Discounting is omitted where the effect of discounting is immaterial. The group’s cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities, includes trade creditors, other creditors and other loans 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. Discounting is omitted where the effect of discounting is immaterial.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

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

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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting period 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 period 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 assets 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 if, and only if, there is 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable or receivable under operating leases, including any lease incentives received or given, are charged or credited to profit or loss on a straight line basis over the term of the relevant lease.

In the application of the group’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.

Properties are held as stock for development, refurbishment, exploiting opportunities to add value and subsequent resale in the foreseeable future. Management will exercise informed judgement when determining how and the timing for potential to be exploited and as part of that process will consider factors such as prevailing economic conditions, demand, supply and availability of comparable properties, cost of capital, local transaction insights, occupier trends, nearby developments and the funding capabilities of potential purchasers. In considering these factors individually and collectively requires management to make significant judgements. Management also continually appraise existing stock against new environmental and sustainability targets and as a consequence will upgrade utilities, mechanical, electrical and plumbing facilities and also enhance accessibility to entrances, lifts, toilets and other facilities to ensure access for all.

FRS 102 places a material emphasis on management intention when determining asset classification. Factors such as a long holding period and interim rental income are ordinary practices in the ordinary course of property development and trading, and the decisive criterion is the intention and purpose for which the asset is held. Management considers this at the outset, and throughout the lifecycle of development, and the overall strategic purpose remains that the development properties are held for resale in the foreseeable future and consider it appropriate to classify those development properties within stock.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The subsidiary sells items of food and products which are subject to changing consumer demand and wastage. As a result of this, it is necessary for the directors to consider the net realisable value of stock and associated provision required. When determining whether a provision is required, management considers the nature of stock, current and post period end selling trends and wastage patterns. As at 31 August 2025, retail stock had a carrying value of £941,908 (2024: £1,187,405) and a provision of £nil (2024: £nil) had been recognised in regard to stock.

The company currently occupies a number of locations under rental agreements. Some of these agreements require that repairs and maintenance is carried out before the space is vacated, or that any capital works be reversed. As a result of this, it is necessary for the directors to consider the works required, their cost and associated provision required. When determining whether a provision is required, management considers the nature of the required works and terms of leases in place. As at 31 August 2025, a provision of £180,000 (2024: £180,000) had been recognised in regard to dilapidations.

As at 31 August 2025, the company was owed £2,249,999 by group undertakings. Debtors are initially held at the transaction price, provisions are made for any debtors where recoverability is considered uncertain. Calculations of those provisions require judgements to be made, which include likelihood of receiving monies owed, the situation of the debtor and other external factors which may affect the ability of the group undertaking to pay.

As at 31 August 2025, no provisions were recognised against amounts due from group undertakings (2024: £nil).

Depreciation charged on tangible fixed assets includes £13,284 (2024: £2,839) recognised as part of administrative expenses and £237,560 (2024: £44,592) recognised as part of cost of sales.

Amortisation is recognised as part of administrative expenses.

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

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

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

Registered office addresses (all UK unless otherwise indicated):

At 31 August 2025, within the group, other creditors included loans from former directors of a subsidiary of £170,000 (2024: £200,000). These loans are unsecured, repayable on demand and accrued interest at a rate of 15% per annum. The principal amount was settled following the period end.

At 31 August 2025, interest accrued on the loans totalled £61,224 and was recognised in accruals (2024 £31,306).

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

All Ordinary shares rank pari passu.

During the period, the group was party to an agreement with NatWest bank to give a fixed charge over a bank deposit of £40,250. This also contains a negative pledge.

At the reporting period end date, the group had future minimum lease receivables due under non-cancellable operating leases for each of the following periods:

At the reporting period end date, the group had future minimum lease receivables due under non-cancellable operating leases for each of the following periods:

Amounts contracted for but not provided in the financial statements:

The remuneration of key management personnel is as follows.

Shares have full voting, dividend and capital distribution rights. They do not confer rights of redemption.

During the period, amounts totaling £30,150 (2024: £125,775) were invoiced to the group by former directors of a subsidiary. As at 31 August 2025, was accrued at year end £nil (2024: £7,200).

During the period, former directors of a subsidiary were repaid amounts totaling £30,000 (2024: £nil). At the period end the total loan balance outstanding was £170,000 (2024: £200,000). These outstanding loans have since been repaid.

The former directors’ loans are unsecured and repayable on demand. Amounts repaid by the group are set off against loan amounts in priority of settlement of interest.

During the period, interest totaling £29,918 (2024: £31,306) accrued on these loans, with total accrued interest £61,225 (2024: £31,206) at the period end. The total loan balance outstanding, including accrued interest, at 31 August 2025 was £261,225 (2024: £231,306). These are unsecured.

At the balance sheet date, Universal Consolidated Group Limited, a company under common control, owed by a subsidiary company, Covent Garden Estates Limited, £2,076,011 (2024: £1,376,045). This amount is interest free and repayable on demand. In the year Covent Garden Estates Limited received rental income from Universal Consolidated Group Limited of £70,000 (2024: £70,000).

At the balance sheet date, UCG (Daventry) Limited, a company under common control, owed a subsidiary company, Covent Garden Estates Limited, £nil (2024: £420,000). This loan was interest free and was repayable on demand.

At the balance sheet date, Mayfair Property (Investments & Developments) Limited, a company in which a director has a material interest, was owed £450,000 (2024: £ Nil). This loan was previously owed by the parent undertaking and has been reassigned during the year to a subsidiary company, Covent Garden Estates Limited. The loan is interest free, is repayable on demand and was repaid after the reporting period end.