REGISTERED NUMBER: 08381858 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 October 2025

for

Chatleigh Holdings Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

I C Bascombe

R J Kupa

S J Medlock

D J Medlock

REGISTERED OFFICE:

Suite 4

St George's Lodge

33 Oldfield Road

Bath

BA2 3NE

REGISTERED NUMBER:

08381858 (England and Wales)

ACCOUNTANTS:

O'Sullivan Hughes Limited

185 Wellsway

Keynsham

Bristol

BS31 1JJ

FIXED ASSETS

Tangible assets

4

29,315

-

Investments

5

19,790,006

37,986,791

19,819,321

37,986,791

CURRENT ASSETS

Stocks

6

1,175,283

-

Debtors

7

37,640,230

1,434,843

Cash at bank and in hand

320,542

-

39,136,055

1,434,843

CREDITORS

Amounts falling due within one year

8

(24,018,571

)

(11,134,609

)

NET CURRENT ASSETS/(LIABILITIES)

15,117,484

(9,699,766

)

TOTAL ASSETS LESS CURRENT LIABILITIES

34,936,805

28,287,025

PROVISIONS FOR LIABILITIES

10

(424,322

)

-

NET ASSETS

34,512,483

28,287,025

CAPITAL AND RESERVES

Called up share capital

1,467,108

9,092,609

Share premium

11,530,179

11,530,179

Capital redemption reserve

9,058,351

875,003

Fair value reserve

11

1,272,964

-

Retained earnings

11,183,881

6,789,234

SHAREHOLDERS' FUNDS

34,512,483

28,287,025

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 Holdings 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 holding company for its group companies.

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 Holdings 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, excluding discounts, rebates, value added tax and other sales 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 subsidiaries and jointly controlled entities (joint ventures) are measured at cost less any accumulated impairment losses. Income from these investments is recognised in the Profit and Loss Account when the company's right to receive payment is established.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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.ease.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - 4 ).

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

Additions

1,889

19,646

11,136

32,671

At 31 October 2025

1,889

19,646

11,136

32,671

DEPRECIATION

Charge for year

129

2,067

1,160

3,356

At 31 October 2025

129

2,067

1,160

3,356

NET BOOK VALUE

At 31 October 2025

1,760

17,579

9,976

29,315

During the financial year, the company acquired fixed assets with a total historical cost of £144,125 and accumulated depreciation of £111,884 from its subsidiary company, Chatleigh 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

Interest

group

in joint

Listed

Unlisted

undertakings

venture

investments

investments

Totals

£

£

£

£

£

COST OR VALUATION

At 1 November 2024

37,986,791

-

-

-

37,986,791

Additions

51,947

2

33,299,867

3,869,427

37,221,243

Disposals

(11,000,000

)

-

(21,700,315

)

-

(32,700,315

)

Revaluations

-

-

197,488

41,590

239,078

Impairments

(22,956,791

)

-

-

-

(22,956,791

)

At 31 October 2025

4,081,947

2

11,797,040

3,911,017

19,790,006

NET BOOK VALUE

At 31 October 2025

4,081,947

2

11,797,040

3,911,017

19,790,006

At 31 October 2024

37,986,791

-

-

-

37,986,791

Cost or valuation at 31 October 2025 is represented by:

Shares in

Interest

group

in joint

Listed

Unlisted

undertakings

venture

investments

investments

Totals

£

£

£

£

£

Valuation in 2025

-

-

11,797,040

3,661,017

15,458,057

Cost

4,081,947

2

-

250,000

4,331,949

4,081,947

2

11,797,040

3,911,017

19,790,006

Shares in group undertakings and unlisted investments are valued at cost.

Listed investments were valued on an open market basis on 31 October 2025 by the portfolio management companies.

On a historical cost basis listed investments would have been included at an original cost of £10,808,121.

The company holds an unlisted investments in IQ Capital Growth Funds L.P. structured via a capital contribution and partnership loan. As these components cannot be separately transferred or traded, they are accounted for together as a single financial instrument. The investment is carried at fair value through profit or loss, determined by reference to the Net Asset Value (NAV) provided by the Fund Manager. The historical cost basis of unlisted investments would have been included at an original cost of £2,952,649.

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

Market value of listed investments at 31 October 2025 - £ 11,797,040 .

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

Shares in group undertakings

The company's wholly-owned subsidiary, Project Finance Limited, transferred its 100% shareholding in four underlying subsidiaries to the holding company. This restructure was executed as a dividend in specie introducing £51,096 of additions to shares in group undertakings, making these four entities direct subsidiaries of the parent.

The company's wholly-owned subsidiary, Chatleigh Limited, transferred its 100% shareholding in three underlying subsidiaries to the holding company. This restructure was executed as a dividend in specie introducing £851 of additions to shares in group undertakings, making these three entities direct subsidiaries of the parent.

Additionally, the company redeemed preference shares held in two of its existing subsidiary undertakings. The total capital returned on these redemptions were £11,000,000, resulting in a corresponding reduction in the cost of fixed asset investments.

Following an assessment of the recoverable amount of the group undertakings, an impairment loss of £22,956,791, was recognised during the year to reduce the carrying value of certain investments to their recoverable amount. This charge has been recognised in the Profit and Loss Account.

Listed investments

Chatleigh Limited transferred listed investments to the holding company at market value, resulting in an investment addition of £11,037,038. This transfer was settled via the inter-company loan account.

Unlisted investments

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.

6.

STOCKS

2025

2024

£

£

Stocks

1,175,283

-

During the financial year, the company acquired a property development asset from its subsidiary undertaking, Chatleigh 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:

Amounts owed by group undertakings

37,517,392

1,434,843

Other debtors

62,945

-

VAT

29,829

-

Prepayments and accrued income

21,839

-

37,632,005

1,434,843

Amounts falling due after more than one year:

Other debtors

8,225

-

Aggregate amounts

37,640,230

1,434,843

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

22,190

-

Amounts owed to group undertakings

4,010,946

-

Tax

(65,000

)

-

Social security and other taxes

18,514

-

Other creditors

361,315

-

Shares classified as financial

liabilities

11,090,059

11,090,059

Directors' current accounts

8,335,646

-

Accruals and deferred income

244,901

44,550

24,018,571

11,134,609

9.	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

51,069

-

72,201

-

10.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Other timing differences

424,322

-

Deferred

tax

£

Charge to Profit and Loss Account during year

424,322

Balance at 31 October 2025

424,322

11.

RESERVES

Fair

value

reserve

£

Fair value transfer

1,458,208

Fair value movement

(185,244

)

At 31 October 2025

1,272,964

During the financial year, the group underwent a corporate reorganisation, as part of this listed and unlisted investments were transferred to the company from a subsidiary undertaking Chatleigh Limited. As part fo the this transfer Chatleigh Limited also transferee 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.

12.	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 Limited, Project Finance Limited, Anglo Welsh Limited, BuildWales Homes Limited, Beeley Wood Properties Limited, DPRS Finance Limited, SG Aerospace (UK) 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).

13.	OTHER FINANCIAL COMMITMENTS

As part of a group restructuring during the period, the company assumed a commitment to invest a total of £4,000,000 in IQ Capital Growth Funds L.P., which was previously held by a subsidiary undertaking Chatleigh Limited. At the balance sheet date, the following were committed by the company:

The company is a member of IQ Capital Fund III. The company has entered into an agreement to invest £500,000 in IQ Capital Fund III. As at 31 October 2025 the company invested £475,000 and therefore the company is committed to invest another £25,000 although the dates of future payments are uncertain.

The company is a member of IQ Capital Fund IV. The company has entered into an agreement to invest £1,000,000 in IQ Capital Fund IV. As at 31 October 2025 the company invested £645,100 and therefore the company is committed to invest another £354,900 although the dates of future payments are uncertain.

The company is a member of IQ Capital Growth Fund I. The company has entered into an agreement to invest £2,000,000 in IQ Capital Growth Fund I LP. As at 31 October 2025 the company invested £1,820,000 and therefore the company is committed to invest another £180,000 although the dates of future payments are uncertain.

The company is a member of IQ Capital Growth Fund II. The company has entered into an agreement to invest £500,000 in IQ Capital Growth Fund II. As at 31 October 2025 the company invested £12,549 and therefore the company is committed to invest another £487,451 although the dates of future payments are uncertain.

14.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the financial year, a corporate restructuring resulted in the novation and transfer of directors loan account balances from subsidiary undertakings, Chatleigh Limited and Project Finance Limited, to the holding company, these balances were as follows:

D J Medlock £3,566,564 - from Chatleigh Limited

S J Medlock £17,323 - from Project Finance Limited

R J Kupa £17,323 - from Project Finance Limited

Included within other creditors are interest-free loans from the directors, which are unsecured and repayable on demand. The balances at the year-end were as follows:

D J Medlock £8,301,000 (2024 - £Nil)

S J Medlock £17,323 (2024 - £Nil)

R J Kupa £17,323 (2024 - £Nil)

15.	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.

During the year the company charged management charges of £16,350 (2024: £Nil).

At 31 October 2025, included within creditors is an amount of £353,377 (2024: £Nil) and included within debtors an amount of £54,792 (2024: £Nil).

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 £6,017 (2024 - £Nil).

16.	POST BALANCE SHEET EVENTS

Subsequent to the balance sheet date, the company completed the sale of its entire unlisted equity investment in BMLL Technologies. The investment, which is carried at an historic cost of £250,000 at the year-end, was disposed of for a gross consideration of $447,165. The resulting gain on disposal will be recognised entirely within the profit and loss account of the subsequent financial period.