ACCOUNTS - Final Accounts

Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:

Registered number: 14478171

BASINGHALL (MH) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

BASINGHALL (MH) LIMITED

COMPANY INFORMATION

Directors	CN Vassilopoulos
	M Maraschin
	M Harris


Company secretary	Breams Secretaries Limited


Registered number	14478171


Registered office	71 Queen Victoria Street
	Floor 8
	London
	EC4V 4AY


Independent auditors	Sumer Auditco Limited
	14th Floor
	33 Cavendish Square
	London
	W1G 0PW

BASINGHALL (MH) LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Balance Sheet	9
Company Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Company Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Consolidated Analysis of Net Debt	14
Notes to the Financial Statements	15 - 28

BASINGHALL (MH) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

The Company is a real estate holding company that, though its wholly owned subsidiaries, owns the commercial real estate asset known as 1 Basinghall, situated in the City of London. The asset currently serves as the global head quarters for a multinational bank and is undergoing an extensive redevelopment to suit the tenant’s operational and sustainability needs.

Business review

During the financial year, the Group achieved significant milestones, reinforcing its commitment to maintaining and enhancing the value of its real estate asset:

Property Upgrades
The redevelopment project at 1 Basinghall continued according to all key milestones during the year. Capital expenditures remain fully funded, with some headroom available to further enhance the tenant experience through additional upgrades at the building. During the year, the redevelopment progressed according to milestone dates committed to our Tenant.

Reserve for Debt Interest
To safeguard against potential cash flow variability, particularly in relation to meeting future leasing targets, the company has established a dedicated cash reserve to cover potential interest shortfalls. This prudent approach underscores our commitment to financial stability. The cash reserve decreased during the financial year.

Principal risks and uncertainties

The directors are aware of the potential risks associated with tenant occupancy, market conditions, and interest rate fluctuations. However, the proactive measures taken, including tenant lease extensions, fixed-rate debt, and the creation of a dedicated reserve, mitigate these risks effectively.

Financial key performance indicators

The directors utilize specific KPIs to measure performance and ensure effective risk management. These KPIs reflect the company’s strategic objectives and include:

De-Risked Capital Expenditure (CapEx) Program
The Group has substantially fixed its contract with the appointed contractor, minimizing provisional sums and reducing risks associated with cost overruns. This approach ensures greater predictability in the delivery of the upgrade works.

Fixed Interest Costs
The refinancing of debt with a fixed-rate facility has effectively mitigated risks associated with interest rate fluctuations, providing financial certainty through to October 2027.

Page 1

BASINGHALL (MH) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Enhanced Sustainability and Efficiency Standards
As part of the redevelopment plan, the Group has reallocated savings within the development budget to upgrade the building’s central plant to best-in-class standards. This initiative will position 1 Basinghall as one of the most energy-efficient and sustainable buildings in the City of London, supporting the Group’s commitment to ESG principles and enhancing the building’s market appeal.

Financial Position and Performance
The Group remains in a strong financial position, with sufficient liquidity to meet both operational and investment requirements. The refinancing of debt and extension of the tenant lease have bolstered future cash flow predictability, while the capital expenditure program is expected to enhance asset value.

Future outlook

Looking ahead, the Group remains focused on the strategic enhancement of 1 Basinghall while maintaining financial discipline. The continued partnership with the tenant, ongoing property upgrades, and a strengthened ESG profile position the Group well to capitalize on market opportunities and deliver sustainable value to stakeholders.

This report was approved by the board and signed on its behalf.

................................................

M Maraschin

Director

Date: 31 July 2026

Page 2

BASINGHALL (MH) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements 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 Group 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 the Group and to 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.

Principal activity

The principal activity of the Group and company is that real estate investment. Through the subsidiaries, the Group owns and manages 1 Basinghall Avenue, a prime commercial property located in the heart of London.

Results and dividends

The profit for the year, after taxation, amounted to £10,866,440 (2024 - loss £2,084,208).

No interim or final dividends were declared for the year ended 31 December 2025.

Directors

The directors who served during the year were:

CN Vassilopoulos

M Maraschin

M Harris

Page 3

BASINGHALL (MH) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

M Maraschin

Director

Date: 31 July 2026

Page 4

BASINGHALL (MH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED

Opinion

We have audited the financial statements of Basinghall (MH) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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's affairs as at 31 December 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 United Kingdom, including the Financial Reporting Council'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 or 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.

Page 5

BASINGHALL (MH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

We have nothing to report in this regard.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Directors' Report.

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:

∙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.

Page 6

BASINGHALL (MH) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BASINGHALL (MH) LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 an Auditors' 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 Auditors' Report.

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 Auditors' 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.

Rajiv Thakerar FCA (Senior Statutory Auditor)

for and on behalf of

Sumer Auditco Limited

Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW

31 July 2026

Page 7

BASINGHALL (MH) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	20,157,084	14,544,320
Gross profit		20,157,084	14,544,320
Administrative expenses		(2,689,243)	(2,315,328)
Exceptional items	5	8,500,000	-
Operating profit		25,967,841	12,228,992
Interest receivable and similar income	8	635,241	1,466,634
Interest payable and similar expenses	9	(15,736,642)	(15,779,834)
Profit/(loss) before taxation		10,866,440	(2,084,208)
Profit/(loss) for the financial year		10,866,440	(2,084,208)

Profit/(loss) for the year attributable to:
Owners of the parent Company	10,866,440	(2,084,208)
	10,866,440	(2,084,208)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 28 form part of these financial statements.

Page 8

BASINGHALL (MH) LIMITED

REGISTERED NUMBER: 14478171

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		(13,463,385)		(15,331,168)
Investment property	13		375,573,806		355,758,588
			362,110,421		340,427,420
Current assets
Debtors: amounts falling due after more than one year	14	342,687		766,690
Debtors: amounts falling due within one year	14	11,945,496		439,648
Cash at bank and in hand	15	4,796,634		26,253,612
		17,084,817		27,459,950
Creditors: amounts falling due within one year	16	(156,496,436)		(156,055,008)
Net current liabilities			(139,411,619)		(128,595,058)
Total assets less current liabilities			222,698,802		211,832,362
Creditors: amounts falling due after more than one year	17		(211,000,000)		(211,000,000)
Provisions for liabilities
Net assets			11,698,802		832,362

Capital and reserves
Called up share capital	19	2	2
Profit and loss account	20	11,698,800	832,360
Equity attributable to owners of the parent Company		11,698,802	832,362
		11,698,802	832,362

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

M Maraschin

Director

Date: 31 July 2026

The notes on pages 15 to 28 form part of these financial statements.

Page 9

BASINGHALL (MH) LIMITED

REGISTERED NUMBER: 14478171

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	12		2		2
			2		2
Current assets
Debtors: amounts falling due within one year	14	-		2
		-		2
Creditors: amounts falling due within one year	16	(55,730)		(31,502)
Net current liabilities			(55,730)		(31,500)
Total assets less current liabilities			(55,728)		(31,498)


Net liabilities			(55,728)		(31,498)

Capital and reserves
Called up share capital	19	2	2
Profit and loss account	20	(55,730)	(31,500)
		(55,728)	(31,498)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

M Maraschin

Director

Date: 31 July 2026

The notes on pages 15 to 28 form part of these financial statements.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The loss of the parent Company for the year was £24,230.

Page 10

BASINGHALL (MH) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£
At 1 January 2024	2	2,916,568	2,916,570	2,916,570
Comprehensive income for the year
Loss for the year	-	(2,084,208)	(2,084,208)	(2,084,208)

At 1 January 2025	2	832,360	832,362	832,362
Comprehensive income for the year
Profit for the year	-	10,866,440	10,866,440	10,866,440
At 31 December 2025	2	11,698,800	11,698,802	11,698,802

The notes on pages 15 to 28 form part of these financial statements.

Page 11

BASINGHALL (MH) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	2	(15,000)	(14,998)
Comprehensive income for the year
Loss for the year	-	(16,500)	(16,500)

At 1 January 2025	2	(31,500)	(31,498)
Comprehensive income for the year
Loss for the year	-	(24,230)	(24,230)
At 31 December 2025	2	(55,730)	(55,728)

The notes on pages 15 to 28 form part of these financial statements.

Page 12

BASINGHALL (MH) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	10,866,440	(2,084,208)
Adjustments for:
Amortisation of intangible assets	(1,867,782)	(1,867,782)
Interest paid	15,736,642	15,779,834
Interest received	(635,241)	(1,466,634)
Decrease in debtors	418,154	392,533
(Increase)/decrease in amounts owed by associates	(11,500,000)	-
Increase in creditors	441,428	8,714,504
Net cash generated from operating activities	13,459,641	19,468,247

Cash flows from investing activities
Additions/purchase of investment properties	(19,815,218)	(13,988,991)
Interest received	635,241	1,466,634
Net cash from investing activities	(19,179,977)	(12,522,357)
Cash flows from financing activities
Interest paid	(15,736,642)	(15,779,834)
Net cash used in financing activities	(15,736,642)	(15,779,834)
Net (decrease) in cash and cash equivalents	(21,456,978)	(8,833,944)
Cash and cash equivalents at beginning of year	26,253,612	35,087,556
Cash and cash equivalents at the end of year	4,796,634	26,253,612

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,796,634	26,253,612
	4,796,634	26,253,612

The notes on pages 15 to 28 form part of these financial statements.

Page 13

BASINGHALL (MH) LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	26,253,612	(21,456,978)	4,796,634
Debt due after 1 year	(211,000,000)	-	(211,000,000)
	(184,746,388)	(21,456,978)	(206,203,366)

The notes on pages 15 to 28 form part of these financial statements.

Page 14

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Basinghall (MH) Limited (the 'Company) is a private limited by shares and is incorporated in England and Wales. The Company's registered office is at 71 Queen Victoria Street, Floor 8, London, United Kingdom, EC4V 4AY. The Company is a holding entity of a property investment group.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

Enter text here regarding uncertainties over going concern basis...

Page 15

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue represents property rental income receivable in the year.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Other operating income

Other operating income relates to one-off fees charged to a related entity which has been recognised in the period.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 16

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.11

Investment property

Investment property is carried at cost less accumulated impairment losses. Cost comprises the purchase price and any directly attributable expenditure.The directors assess at each reporting date whether there is any indication that the investment property may be impaired. Where indicators of impairment exist, the recoverable amount is estimated and an impairment loss is recognised in profit or loss to the extent that the carrying amount exceeds the recoverable amount. Any impairment losses recognised are reviewed at each reporting date and reversed where appropriate. No depreciation is charged.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Page 18

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.16

Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that may affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

Valuation of investment properties
The investment properties are carried in the balance sheet at cost less impairment. The valuation of the investment properties is inherently subjective as it utilises, among other factors, comparable sales data and the expected future rental revenues. If any assumptions made in the valuation prove to be inaccurate, this may mean that the value of the investment properties in the accounts differs from the actual valuation, which could have a material effect on the financial position of the Group. Investment property valuations are a key source of estimation uncertainty for the Group.

Amortisation of negative goodwill
The negative goodwill is being amortised over an estimated useful life of 10 years. As per the accounting standards the estimate useful life is deemed to be finite and will not exceed this.

Accruals
Management estimation is required to determine the amount of various liabilities incurred during the year and still due at the year end.

Page 19

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

	Property rental income	20,157,084	14,544,320

All turnover arose within the United Kingdom.

5.	Exceptional items
		2025	2024
		£	£

	Dilapidations contribution	8,500,000	-

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

9,000

8,000

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Average number of employees (including directors)	3	3	3	3

Page 20

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	635,241	1,466,634
		635,241	1,466,634

9.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	15,736,642	15,779,834
		15,736,642	15,779,834


	Total current tax	-	-

Profit/(loss) on ordinary activities before tax

10,866,440

(2,084,208)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	2,716,610	(521,052)
Effects of:
Non-taxable amortisation credit of goodwill and impairment	(466,946)	(466,946)
Capital allowances for year in excess of depreciation	(3,221,271)	(1,825,722)
Unrelieved tax losses carried forward	971,607	2,813,720
Total tax charge for the year	-	-

Page 21

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

Factors that may affect future tax charges

The Group has carried forward losses of £15,231,515 (2024: £11,345,090) to offset against future taxable profits. No deferred tax asset has been recognised due to uncertainty about the timing of future profits.

11.	Intangible assets
	Group

		Goodwill
		£

	At 1 January 2025	(18,677,824)
	At 31 December 2025	(18,677,824)

	At 1 January 2025	(3,346,657)
	Charge for the year	(1,867,782)
	At 31 December 2025	(5,214,439)
	Net book value
	At 31 December 2025	(13,463,385)
	At 31 December 2024	(15,331,167)

Page 22

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	2
	At 31 December 2025	2

Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Basinghall (MB) Limited

England and Wales

Ordinary

100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Basinghall (SH) Limited	England and Wales	Ordinary	100%
Basinghall (SB) Limited	England and Wales	Ordinary	100%
Basinghall Properties 1 Limited	England and Wales	Ordinary	100%
Basinghall Properties 2 Limited	England and Wales	Ordinary	100%
Trimantle Unit Trust	Jersey	Unit holder	100%

Basinghall (MB) Limited, Basinghall (SB) Limited, Basinghall (SH) Limited, Basinghall Properties 1 Limited and Basinghall Properties 2 Limited were entitled to exemption from audit under s479A of the Companies Act 2006 relating to subsidiaries. The parent company has given the guarantee to the subsidiaries for the financial period. The parent company has control over the Trimantle Unit Trust as the controlling party of the unit holder.

The registered office address of these entities is 71 Queen Victoria Street, Floor 8, London, EC4V 4AY.

Page 23

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Investment property
	Group

		Freehold investment property
		£
	Valuation
	At 1 January 2025	355,758,588
	Additions at cost	19,815,218
	At 31 December 2025	375,573,806

The 2025 valuations were made by directors, on an open market value for exisiting use basis.


	At 31 December 2025

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	2024
	£	£

	Historic cost	375,573,806	355,758,588
		375,573,806	355,758,588

The 2025 valuations were made by directors, on an open market value basis.

Page 24

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Prepayments and accrued income	342,687	766,690	-	-
	342,687	766,690	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Trade debtors	20,212	-	-	-
Amounts owed by group companies	11,500,000	-	-	-
Other debtors	1,281	15,646	-	2
Prepayments and accrued income	424,003	424,002	-	-
	11,945,496	439,648	-	2

15.	Cash and cash equivalents
		Group	Group
		2025	2024
		£	£

Cash at bank and in hand	4,796,634	26,253,612
	4,796,634	26,253,612

Page 25

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	116,204	86,629	-	15,000
Amounts owed to group undertakings	-	-	1,702	2
Other taxation and social security	1,666,644	449,009	-	-
Other creditors	147,179,474	148,319,436	30,028	-
Accruals and deferred income	7,534,114	7,199,934	24,000	16,500
	156,496,436	156,055,008	55,730	31,502

17.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Other loans	211,000,000	211,000,000
	211,000,000	211,000,000

Particulars of the loans are disclosed in note 18 of the financial statements.

Page 26

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£	£


Amounts falling due 1-2 years
Other loans	211,000,000	-
Amounts falling due 2-5 years
Other loans	-	211,000,000

The other loans consists of two interest only loans which are secured by charges over the assets of the group entities and they are repayable in October 2027. Particulars of these are as follows:

The first loan is for £144m which is interest bearing loan and the interest is based on margin of 1.75% over the applicable fixed rate of 3.7482%. The margin was fixed until 22 April 2025 and has remained at this rate thereafter, provided that certain conditions attached to the loan are met.

The second loan is for £67m which is also an interest bearing loan and the interest is based on margin of 7.92% over the applicable fixed rate of 3.7482%. The margin was fixed until 22 April 2025 and has remained at this rate thereafter, provided that certain conditions attached to the loan are met.

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

2 (2024 - 2) Ordinary shares of £1.00 each	2	2

20.

Reserves

Profit and loss account

The reserves are all distributable.

21.	Contingent liabilities

The Company is part of a joint guarantee arrangement comprising the £211m total external group loans.

Page 27

BASINGHALL (MH) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Capital commitments

The group had entered into a development agreement with an entity that is controlled by the parent undertaking. At the year end, the group had contracted capital commitments in respect of this development amounted to £3.0m (2024: £9.5m), which have not been provided for in the financial statements.

23.

Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note in accordance with paragraph 33.1A of FRS 102. Details of transactions between the Group and other related parties are disclosed below:

During the year, management fees of £3,669,318 (2024: £3,557,586) were charged to the Group by Zeno Capital Limited, the parent undertaking. At the year end, the Group owed £8,528,374 (2024: £7,726,669) to Zeno Capital Limited which is included within other creditors due within one year.

At the year, the Group owed £131,899,000 (2024: £131,899,000) to City Properties (London) Limited.

During the year, consultancy fees and construction costs of £19,738,515 (2024: £13,792,413) were capitalised within the carrying value of the investment property, were charged to the Group by Zeno Capital (UK) Limited, a company controlled by Zeno Capital Limited. At the year end, the Group owed £3,154,352 (2024: £3,415,786) to Zeno Capital (UK) Limited which is included within other creditors due within one year.

24.	Controlling party

The company is controlled by Zeno Capital Limited, a company registered in the British Virgin Islands.

Page 28