REGISTERED NUMBER: 03637521 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 October 2025

for

Chatleigh Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

I C Bascombe

S J Medlock

D J Medlock

REGISTERED OFFICE:

Suite 4 St. George's Lodge

33 Oldfield Road

Bath

Somerset

BA2 3NE

REGISTERED NUMBER:

03637521 (England and Wales)

ACCOUNTANTS:

O'Sullivan Hughes Limited

185 Wellsway

Keynsham

Bristol

BS31 1JJ

FIXED ASSETS

Tangible assets

4

-

28,176

Investments

5

250,000

10,258,905

250,000

10,287,081

CURRENT ASSETS

Stocks

6

-

1,174,104

Debtors

7

3,856,961

25,099,048

Cash at bank and in hand

222

2,762,736

3,857,183

29,035,888

CREDITORS

Amounts falling due within one year

8

(75,488

)

(16,938,470

)

NET CURRENT ASSETS

3,781,695

12,097,418

TOTAL ASSETS LESS CURRENT LIABILITIES

4,031,695

22,384,499

CREDITORS

Amounts falling due after more than one year

9

-

(1,000,000

)

NET ASSETS

4,031,695

21,384,499

CAPITAL AND RESERVES

Called up share capital

11

6,647

6,647

Share premium

249,815

249,815

Capital redemption reserve

1,000,000

-

Fair value reserve

12

-

1,406,734

Retained earnings

2,775,233

19,721,303

4,031,695

21,384,499

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 14 September 2026 and were signed on its behalf by:

I C Bascombe - Director

1.	STATUTORY INFORMATION

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

The principal activity of the company in the year under review was that of management holding company for group undertakings and provision of loan finance facilities.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Chatleigh Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings - 15% on reducing balance

Motor vehicles - 25% on cost

Computer equipment - 25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are stated at the lower of cost and net realisable value. 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.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents

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

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors and amounts due to group undertakings 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. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2024 - 15 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1 November 2024

4,358

91,000

46,267

141,625

Additions

-

2,500

-

2,500

Disposals

(4,358

)

(93,500

)

(46,267

)

(144,125

)

At 31 October 2025

-

-

-

-

DEPRECIATION

At 1 November 2024

2,289

70,500

40,660

113,449

Charge for year

181

3,354

(5,100

)

(1,565

)

Eliminated on disposal

(2,470

)

(73,854

)

(35,560

)

(111,884

)

At 31 October 2025

-

-

-

-

NET BOOK VALUE

At 31 October 2025

-

-

-

-

At 31 October 2024

2,069

20,500

5,607

28,176

During the financial year, the company disposed of fixed assets with a total historical cost of £144,125 and accumulated depreciation of £111,884 to it's parent company, Chatleigh Holdings Limited. The transfer was executed at its net book value of £32,671. No gain or loss was recognised in the Profit and Loss account as a result of this transaction.

5.	FIXED ASSET INVESTMENTS

Shares in

group

Listed

Unlisted

undertakings

investments

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 November 2024

851

9,726,405

531,649

10,258,905

Additions

-

4,560,501

-

4,560,501

Disposals

(851

)

(13,454,041

)

(3,760,677

)

(17,215,569

)

Revaluations

-

(832,865

)

-

(832,865

)

Reclassification/transfer

-

-

3,479,028

3,479,028

At 31 October 2025

-

-

250,000

250,000

NET BOOK VALUE

At 31 October 2025

-

-

250,000

250,000

At 31 October 2024

851

9,726,405

531,649

10,258,905

Cost or valuation at 31 October 2025 is represented by:

Unlisted

investment

£

Cost

250,000

During the financial year, the group underwent a corporate reorganisation.

Shares in group undertakings

The company transferred its 100% shareholding in three underlying subsidiaries to the holding company Chatleigh Holdings Limited. This restructure was executed as a dividend in specie at cost value of £851 being a disposal of shares in group undertakings, making these three entities direct subsidiaries of the parent.

Listed investments

Chatleigh Limited transferred it's listed investments to the holding company at market value, resulting in an

investment disposals of £11,037,038. This transfer was settled via the inter-company loan account.

Unlisted investments

The company held an unlisted investments in IQ Capital Growth Funds L.P. structured via a capital

contribution and partnership loan. Previously these were shown as capital included in unlisted investments and loans included in other debtors, as part of a review and on the basis these components cannot be separately transferred or traded, the amounts previously included in debtors have been transferred to unlisted investments and are accounted for together as a single financial instrument.

The unlisted investment in BMLL Technologies, CWRE and Science Creates Ventures Fund are held at historic cost because its fair value cannot be reliably measured.

Chatleigh Limited transferred unlisted investments in IQ Capital Growth Funds L.P to the holding company at market value, resulting in an investment disposal of £3,479,428. This transfer was settled via the inter-company loan account.

The investments in BMLL Technologies and Science Creates Ventures Funds at cost value to the holding company, resulting in an investment disposal of £281,250. This transfer was settled via the inter-company loan account.

The remaining unlisted investment in CWRE is held at historic cost because its fair value cannot be reliably measured.

6.

STOCKS

2025

2024

£

£

Stocks

-

1,174,104

During the financial year, the company disposed of a property development asset to it's parent undertaking, Chatleigh Holdings Limited. This asset, consisting of land and ongoing development work, was transferred at its carrying book value of £1,175,283 and is held within stock as property for development and sale.This transaction was settled via the inter-company loan account.

7.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

-

26,107

Amounts owed by group undertakings

3,736,918

4,082,238

Other debtors

120,043

14,179,769

Prepayments and accrued income

-

26,207

3,856,961

18,314,321

Amounts falling due after more than one year:

Other debtors

-

6,784,727

Aggregate amounts

3,856,961

25,099,048

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

3,368

152,129

Amounts owed to group undertakings

-

15,891,778

Tax

55,291

231,703

Social security and other taxes

-

16,442

VAT

4,165

1,983

Other creditors

-

3,737

Directors' current accounts

-

606,216

Accruals and deferred income

12,664

34,482

75,488

16,938,470

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

-

1,000,000

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

-

21,132

Between one and five years

-

72,201

-

93,333

11.	CALLED UP SHARE CAPITAL

Shares classed as financial liabilities in the prior year includes £1,000,000 Preference shares of £1 each.

On 28 July 2025, the company redeemed 1,000,000 £1 preference shares for a total consideration of 1,000,000. The redemption was funded out of distributable profits, and accordingly, an amount of £1,000,000 equal to the nominal value of the shares redeemed was transferred to the capital redemption reserve.

12.

RESERVES

Fair

value

reserve

£

At 1 November 2024

1,406,734

Fair value movement

(1,406,734

)

At 31 October 2025

-

During the financial year, the group underwent a corporate reorganisation, as part of this listed and unlisted investments were transferred from the company to it's parent undertaking Chatleigh Holdings Limited. As part fo the this transfer Chatleigh Limited also transferred its fair value reserve of £1,406,734 which related to the revaluation gains on these assets.

The Fair Value Reserve represents the cumulative, unrealised revaluation gains on listed/unlisted investments. These gains are unrealised and are legally non-distributable.

13.	CONTINGENT LIABILITIES

The company is party to an Omnibus Guarantee and Set-Off Agreement in favour of the company's bankers in respect of the following related companies; Chatleigh Holdings Limited, Anglo Welsh Limited, BuildWales Homes Limited, Beeley Wood Properties Limited, DPRS Finance Limited, SG Aerospace (UK) Limited, Project Finance Limited, Hebron & Medlock Properties Limited, Panda Sanctuaries Holdings Limited, Panda Sanctuaries Limited, Plymouth House Offices Limited and Chatleigh Property Development Limited. As at 31 October 2025 the potential liability was £Nil (2024 : £Nil).

14.	OTHER FINANCIAL COMMITMENTS

As part of a group restructuring during the period, the holding company Chatleigh Holdings Limited assumed a commitment to invest a total of £4,000,000 in IQ Capital Growth Funds L.P., which was previously held by Chatleigh Limited.

15.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the financial year, a corporate restructuring resulted in the novation and transfer of a directors loan account balance from Chatleigh Limited to Chatleigh Holdings Limited the holding company, this balance was as follows:

D J Medlock £3,566,564.

In the prior year Included within other creditors were interest-free loans from a director, which was unsecured and repayable on demand. The balance at the year-end was as follows:

D J Medlock £Nil (2024 - £573,799).

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, the company entered into transactions with other companies under the common control or significant influence of the Medlock family, who are directors and/or shareholders of this company.

The company charged interest on related party loans of £204,958 (2024: £359,062) and management fee of £49,551 (2024: £44,559).

The company was charged rent and expenses amounting to £20,346 (2024: £23,885).

The company donated services and facilities to The Coles-Medlock Foundation. The estimated value of buildings, utilities and staff costs were £8,769 (2024: £Nil).

The company donated services and facilities to Medlock Charitable Trust. The estimated value of buildings, utilities and staff costs were £13,153 (2024: £Nil). The company also made an unconditional donation of £Nil (2024: £500,000).

At 31 October 2025, included within creditors is an amount of £Nil (2024: £575,548) and included within debtors an amount of £Nil (2024: £7,782,505).

Included within other creditors is an interest-free loans from P J Medlock, which is unsecured and

repayable on demand. The balances at 31 October 2025 was £Nil (2024 - £32,417).