Contents

Report of the Directors

Group Statement of Comprehensive Income

Directors, Principal Professional Advisers and Registered Office

Peel Waters Group UK Limited was incorporated on 7 February 2025 in order to hold the companies within the Peel group whose activities relate to waterside development, forming a Waters division.

On 25 February 2025 it acquired the entire share capital of Peel Waters Holdings (Intermediate) Limited for £1 and Peel Waters Investments (Intermediate) Limited for £1 from Inhoco Formations Limited.

On 11 March 2025 it acquired the entire share capital of Peel Waters Properties (FOC) Limited by allotment of share of £1.

On 18 March 2025 it acquired the entire share capital of Peel Waters Finance Limited from Ayrshire Power Holdings Limited, a fellow group company for £1.

On 11 June 2025 it acquired the entire share capital of The Bridgewater Centre Management Company Limited from Peel Property (Partnerships) Limited, a fellow group company for £1.

On 31 July 2025 Peel Waters Holdings (Intermediate) Limited acquired the entire share capital of Peel L&P Property Intermediate Limited from Peel L&P Property Limited, a fellow group company. Peel L&P Property Intermediate Limited holds the share capital of eight subsidiaries.

On 31 July 2025 Peel Waters Investments (Intermediate) Limited acquired the entire share capital of Peel L&P Investments No. 1 Limited from Peel L&P Investments Holdings Limited, a fellow group company. Peel L&P Investments No. 1 Limited holds the share capital of three subsidiaries.

On 31 July 2025 Peel Waters Group UK Limited acquired the entire share capital of Peel L&P Legacy Waters Limited from Peel L&P Holdings (UK) Limited, a fellow group company for £13,251,743.

On 31 July 2025 Peel Waters Group UK Limited acquired the entire share capital of Liverpool Waters Finance Limited from Peel L&P Holdings (UK) Limited, a fellow group company for £1.

On 31 July 2025 Peel Waters Group UK Limited acquired the entire share capital of Peel L&P Investments and Property Limited from Peel L&P Holdings (UK) Limited, a fellow group company for £4,000,000.

On 1 September 2025 it acquired the entire share capital of Peel Waters (Supply Services) Limited by allotment of share of £1.

By 30 September 2025 Peel Waters Group UK Limited had acquired the entire share capital of a further 12 subsidiaries from Peel Property (Partnerships) Limited, a fellow group company for total consideration of £2,004.

By 31 March 2026 Peel Waters Group UK Limited had acquired the entire share capital of a further 4 subsidiaries from Peel Property (Partnerships) Limited, a fellow group company for total consideration of £nil.

By 31 March 2026 Peel Waters Group UK Limited had acquired the entire share capital of a further 3 subsidiaries from Peel Property (Partnerships) Limited, a fellow group company for total consideration of £6,048,000

The above transactions meet the criteria for a group reconstruction and as such merger accounting has been applied. Accordingly, the results of the company and its subsidiaries named above, along with their subsidiaries, for the years ended 31 March 2025 and 31 March 2026 are shown in the profit and loss accounts for those periods.

Interest rates are fluctuating and falling very slowly given that there is still a great deal of uncertainty in the wider economy. The directors expect the general level of activity to remain consistent with 2026 in the forthcoming year.  The group holds a diverse portfolio of assets, a mixture of commercial property and land-based assets across several property sectors and this, along with the experienced, committed and dedicated people makes the group more resilient to these factors and is well placed for the future to take advantage of any opportunities as they arise. Also, there is potential for the war in Iran to start again, which could cause changes to the macroeconomic environment and uncertainty.

Annualised rent roll *

Turnover

Surplus on revaluation of investment properties

Operating profit

Profit on disposal of fixed assets

Net interest expense

Financial investment **

Net debt

Overall loan to value***

Shareholder's (deficit)/funds

* Annualised rent is the gross property rent receivable on a cash basis as at the reporting date.

** Financial investment represents cash used to acquire investment property and other fixed assets during the year.

*** Calculated as total loans as a proportion of aggregated investment property and operating buildings.

Strategic Report continued

economic cycles, including impact on tenant covenant quality. This risk is mitigated by a large and diversified customer base and strong relationships with tenants;

interest rates and their impact on property values. This risk is mitigated by a large multi-asset portfolio;

potential impact of adverse changes in property values on the group's ability to comply with its banking covenants in the future. This risk is mitigated by a large multi-asset portfolio;

the group's activities expose it to the financial risk of changes in interest rates causing a cash flow risk. The group uses interest rate contract swaps to hedge this exposure;

the demand for commercial and residential property and the availability of funding from prospective buyers. This risk is mitigated by long leases;

environmental impact and climate change. The group aims for its projects to have a positive environmental impact, and the challenge is to “future-proof” projects in terms of energy usage and the move to zero carbon. The group has a sustainability officer and environmental consultants to facilitate this process.

The main risks affecting the group are planning risk and changes to the macroeconomic environment. Uncertainty in the national and local planning permission regimes arising from the change of government affect the ability to promote upcoming planning applications. An economic downturn in industrial and residential market conditions could lead to a fall in property values, reduced sales and an impact on tenants' ability to pay. Given that the group owns a number of investments that operate in real estate sector, changes in sentiment in these markets and this could impact the value of those investments.

Section 172 requires that “a director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

1.

the likely consequences of any decision in the long term;

2.

the interests of the company's employees;

3.

the need to foster the company's business relationships with suppliers, customers and others;

4.

the impact of the company's operations on the community and the environment;

5.

the desirability of the company maintaining a reputation for high standards of business conduct; and

6.

the need to act fairly as between members of the company”.

1.

The Board annually approves a budget for each business.  It monitors its implementation throughout the year using operating and financial performance reports. This includes examining all banking covenants such as loan-to-value and income-to-interest ratios. Banking covenants are certified and reported to the lenders monthly or quarterly. The bank covenants are carefully monitored, and the directors prepare and review cash flow, profit and loss, and balance sheet forecasts and their impact on covenants for at least twelve months in advance.  The Board ensures the group complies with its banking covenants at the reporting deadline.

2.

The group's approach to sustainability includes the three pillars of economic investment, enhancing our environment and delivering value for our communities.

The work of the independent businesses brings these pillars to life by delivering their promise of social and environmental responsibility and sensible, sustainable commercial actions.  The businesses devote their energy to accomplishing great things; not for their own sake, or the group's, but for those who come after. That is today, tomorrow, and for generations to come. The ambitions are for a more prosperous, sustainable future for all; where people and places are matched with the opportunity to be the best they can be.

The individual businesses within the group each embrace their sustainability initiatives to meet the current needs of the business and stakeholders whilst keeping ahead of key trends to ensure future-proof activities. The group is often the facilitator, with an indirect impact on sustainability.  We can only achieve these ambitions by working together with partners to keep pace with key future trends.

The group engages with local communities through consultation and collaborative working. This includes:

-

Early and ongoing engagement with the public on all planning applications;

-

Liaison with key community groups as developments mature; and

-

Careful management of the shared open space on sites, often in collaboration with local residents.

3.

The group legacy matters, it takes great pride in the outcomes it achieves, the people it works with, how it goes about its business and the transformational projects it delivers.

The directors take the group's reputation seriously, and this is not limited to only operational and financial performance. Through our placemaking projects and land holdings we are investing in the long-term futures of the communities in which we operate, striving to make a positive social impact for all. This includes activities such as facilitating job and training opportunities through our development projects, improving the resilience of our assets to our changing climate, and providing diverse and abundant public space that supports both positive mental and physical health and wellbeing of communities. The group's vision, values and approach to managing our existing portfolio and future developments translate into economic, environmental and social reality with a mix of transport, leisure, renewable energy and residential projects to create an exciting, sustainable environment that delivers future prosperity, job creation and low carbon growth.

For example, Embassy Village is a pioneering community designed to provide safe, supportive accommodation for people experiencing homelessness. Delivered in partnership with Embassy Charity and supported by a network of businesses and stakeholders, 41 homes have been created.

Our long-term vision can only be achieved with the best possible relationship with employees. Regular engagement meetings are held with directors, managers and supervisory staff to convey information about the business.

The group's policy is to ensure, in so far as it can, the health, safety and welfare of everyone engaged in or affected by its activities.

The individual businesses operate their own people initiatives and engage with their teams through site and office visits, team-building activities and social events whilst encouraging feedback.

The group has committed to having a workforce that more accurately reflects society. To achieve this, the business has a suite of policies and procedures that support diversity and ethical practices. All employees must take online courses, including a requirement to pass an examination on relevant subjects.

During the year, the group continued to provide training and development opportunities for employees at all levels through a structured programme of courses, seminars and workshops. This is supported by the Personal Development Hub, accessible to all the group team members, which delivers e-learning (including mandatory training), facilitates the booking of face-to-face training and development courses, and maintains a record of completed learning, including Continuing Professional Development.

The group remains committed to fostering a working environment where colleagues are treated fairly and with respect, and where inclusion, equal opportunity and ethical practices are embedded through policies, procedures and learning programmes. The directors recognise that this approach supports employee wellbeing and engagement, strengthens retention and internal talent development, and underpins long-term organisational capability.

Alongside this, the group supported employees in undertaking additional learning and qualifications alongside their day-to-day roles. As at 31 March 2026, three employees were undertaking apprenticeships or additional qualifications, and three colleagues were participating in leadership development coaching. Peel also launched a benefits platform during the year to support colleagues in better understanding and accessing the benefits available to them.

1.

The principal customers of the group are tenants who occupy the group's property portfolio and entities who acquire property or land that the individual businesses have (following approval by their ultimate shareholder) decided to sell.

In respect to tenants, these are key to ensuring there is demand for the group's lettable space. Each property the group owns is assigned a property manager employed by a fellow subsidiary undertaking of the group. The property manager is the first point of contact for the tenant who keeps in regular contact with the tenants via phone calls, tenant liaison meetings, and newsletters.  They are on hand to deal with any queries the tenants may have regarding rent, issues relating to the property, or other leasing arrangements. This allows the group to plan for rent reviews, lease renewals, lease expiries etc. The group also undertakes surveys of key tenants from time to time to ensure engagement with them is the best that can be achieved.

In respect to sales, these are an important source of income for the group. The principal customers range from housebuilders to pension funds to individuals. Typically, although only sometimes, the group will use agents to identify and market property to potential buyers.

2.

The success of the group, whether in a planning application, the construction of a property, or the maintenance of the land estate, depends on having a positive and robust relationship with our suppliers. A consistent approach is taken when approving and using new suppliers to ensure our understanding of their business is appropriate for the group. Typically, suppliers are used who are familiar with the assets they work on and this is more cost-efficient and fosters good relationships. Scrutiny is also applied to the competency of suppliers and levels of insurance cover available to ensure that they are appropriate to the particular type of goods or services being supplied.

3.

The group requires external capital to fund its activities, acquisitions and growth. The group has a strong relationship with most of the major clearing banks. Regular dialogue is held with them to discuss existing debt, covenants and opportunities for future funding. In addition, the group holds long-term debt, and regular meetings and updates are provided to the lenders. These forums offer the opportunity for the lenders to more fully understand the business and allow The group to opportunity to seek to negotiate any amendments to facilities that may be required and plan for any new capital requirements or repayments.

4.

The individual businesses within the group support the Government's priorities in the next few years both at a regional and national level in areas such as economic growth, climate change, and addressing the housing shortage. The group has significant landholdings which can be developed to address some of these issues now and in the future. In this regard, the group engages in central government consultation, directly via its own channels, or using the British Property Federation of which the group is a member, or other industry groups of which individual businesses are members, such as the Home Builders Federation or UK Green Building Council.

The group also engages with local government, Combined Authorities, Local Enterprise Partnerships, local community groups and other partners before, during and after planning applications. For example, the group's Trafford Waters development, where work completed on the new L&Q affordable housing scheme has provided over 80 apartments. This scheme allows people to pay a discounted rent and save up a deposit to eventually purchase their homes on a shared-ownership or outright basis. The development was funded by the individual business with the support of Homes England also providing grant funding through the Strategic Partnership programme.

The group recognises the importance of community engagement given the scale of what the business is trying to achieve. Against this background, our approach to public consultation has been reviewed to ensure we are going above and beyond the minimum expectations outlined in local authorities' Statement of Community Involvement.

For larger schemes, we implement a multi-phased iterative consultation process. This process utilises both traditional consultation elements, such as public exhibitions and leaflet drops, as well as more innovative digital methods to engage those groups who typically do not take part in public consultation exercises.

Our Consultation Reports detail how we have responded to feedback received and, where appropriate, have been able to incorporate this feedback into scheme design.

We also endeavor to engage with our key communities outside of key milestones in the planning process to ensure we are building strong relationships.

Our activities across the group continue to align to several of the United Nations Sustainable Development Goals (SDGs), otherwise known as the Global Goals. To illustrate our continued efforts to deliver positive impacts to communities and enhance our environment, please see the following activities which represent some of those delivered throughout year ended March 2026:

-

Continued compliance to energy management through the group's ISO 50001 certification.

-

At Clydeside Garden in Glasgow Waters, residents have continued to get involved this year taking part in bulb planting days, making seed mixes, upkeeping the planters and getting the chance to meet, mix and socialise with their neighbours.

-

At Chatham Waters an allotment was created for children to learn about growing fruit and vegetables, engage with nature and a place for families to enjoy.

-

Hosting our annual Chatham Waters Summer Social for residents and stakeholders providing a range of free activities for our community.

-

With our long-term partner, City of Liverpool College, we opened a brand-new Construction Academy at Liverpool Waters which will play a major role in providing construction skills for the city region's future workforce. The new campus at Liverpool Waters gives students access to specialist facilities, practical training spaces and modern classrooms that combine hands-on learning with the theory they need to thrive in the industry. Strategically located within the Central Docks neighbourhood at Liverpool Waters, students will train on the site where a major regeneration project for the region is being built. This means real opportunities for apprentices and graduates, real career pathways and a steady pipeline of new talent for an industry facing skills shortages.

-

Launch of the Liverpool Waters Business Network, bringing together businesses from across all the neighbourhoods within Liverpool Waters to network over a free breakfast, receive useful updates from the Peel Waters team and hear from speakers doing transformational work across the district.

-

Installation of our big summer screen on the Liverpool Waters dockside for residents, workers and visitors to sit together for free and take in some of the unmissable moments on television.

-

Working with our partners on Liverpool Waters to host the Peel Waters' Annual Dragon Boat Race raising funds for Claire House Children's Hospice.

The independent businesses operate responsibly and maintain a high standard of business conduct and governance.

The individual businesses are all subject to a set of principles that specify matters for which shareholder approval is required, delivered via a formal Investment Committee process. Matters reserved for shareholder approval include the approval of individual business plans, investments, additional capital expenditure requirements and sales and lettings above specified values as well as day-to-day governance matters intended to ensure that the individual businesses continue to operate as part of the wider group and so maintain consistency and integrity in their day-to-day operations.

The Board engages with its ultimate shareholder in quarterly Board meetings during which performance and financial position are reported and business strategy discussed. The Board also operates an Investment Committee process as referenced above and engages annually with the shareholder's Remuneration Committee.

At 31 March 2026 the group is in a position of having net liabilities and net current liabilities. However, after making enquiries, along with the confirmation from Peel Waters Group Limited and its parent companies Peel L&P Group Limited and Peel Holdings (IOM) Limited, together the "Peel Group", that they will continue to provide the necessary level of support to enable it to continue to operate for the 12 months from signing the financial statements, the directors have concluded they have a reasonable expectation that the group has adequate resources to continue in operational existence for the 12 months from signing the financial statements and therefore they continue to adopt the going concern basis in preparing the financial statements.

Further details regarding the adoption of the going concern basis can be found in the statement of accounting policies in note 1 of the financial statements.

Except where stated, the directors who held office during the financial year and up to the date of signing the financial statements are:

The company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Included in the strategic report's section 172 statement is information relating to engagement with suppliers, customers and others

which would otherwise be required by Schedule 7 of the ‘large and medium sized companies and groups (accounts and reports) regulations 2008' to be contained in a report of the directors.

Report of the Directors continued

The group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the group's policies approved by the directors. The group does not use derivative financial instruments for speculative purposes.

The group's exposure to foreign currency risk is minimal.

The group's principal financial assets are other debtors. The most significant part of this is restricted cash held on behalf of the group under covenants. The credit risk on these funds is limited because the banks have high credit ratings by international credit rating agencies.

Trade debtors as presented in the notes to the Balance Sheet are net of provisions for doubtful debts. A provision for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.

The group's activities expose it to the financial risk of changes in interest rates. The group uses interest rate contract swaps to hedge this exposure.

To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance with an emphasis on working with joint venture partners.

The UK government's Streamlined Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019, when the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 came into force.

Peel Waters Group (UK) Limited group (“the group”) meets SECR qualification criteria in the UK and have opted to use the Operational Control boundary definition to define their carbon footprint boundary. The reporting period for the compliance is 1 April 2025 to 31 March 2026. Included within that boundary are Scope 1 & 2 emissions, as well as Scope 3 emissions from natural gas, electricity and Well to tank (all scopes) in the UK. The GHG Protocol Corporate Accounting & Reporting Standard and UK Government's GHG Conversion Factors for Company Reporting have been used as part of carbon emissions calculation.

The results show that the group total energy use and total gross Greenhouse Gas (GHG) emissions amounted to 8,759,183 kWh and 2,107 tonnes of CO2e respectively in the 2026 financial year in the UK. Within the financial year, the group purchased 100% green electricity backed by REGO's as part of the corporate electricity contract. As a result, the group's Gross (Market-based*) Emissions dropped by 551 tonnes of CO2e for the reporting period.

The group has chosen ‘Tonnes of CO2e per million turnover (£m)' as an appropriate intensity metric for the business. The intensity metric for the financial year 2026 was 28 tCO2e/m. Below is the energy consumption and GHG emissions summary table. When figures are presented as whole integers, this may lead to a minor discrepancy in the calculations in the results table. More detailed data can be obtained upon request to show figures with the required number of decimal places.

Report of the Directors continued

67

3%

4

0%

935

44%

541

26%

2

0%

559

27%

During the period 2025-26, the Peel Group and its affiliates, including the group were part of a major corporate restructuring, following which a substantive number of assets were transferred. The group was a recipient of several transferred assets with the principal transfer taking effect on 15 April 2025, approximately two weeks into the reporting period, and a small number of further transfers completing at later dates during the year. Given that the group held the transferred assets for the majority of the reporting year, the directors have agreed to include the assets full year consumption in the SECR disclosure of the receiving Peel company. The approach will ensure continuity and guarantee an accurate year-on-year comparison for the receiving companies SECR submission in the following year. The energy efficiency action delivered during the financial year 2025-2026 in respect of these assets will also be included within the SECR disclosures of the receiving group companies.

Multi-tenanted offices within the group operate an energy management system (EnMS) complaint with ISO 50001 which drives energy efficiency by supporting the identification, planning, implementation and monitoring of energy saving measures. During the year ended 31 March 2026, Peel Waters has:

Recertified to ISO 50001:2018 with no nonconformities.

Moved to a new energy monitoring platform; one with greater functionality to better support the identification of energy saving measures, capturing key infrastructure and projects details as well as enhanced methods of reporting performance.

Facilitated works that allowed us to connect our three offices at Princes Dock, Liverpool to a District Heat Network powered by an Energy Centre with a Water Source Heat Pump and a residual gas boiler.

Replaced lifts in Princes Dock No.8 with more energy efficient lifts which are exceeding the predicted savings outlined during the design stage.

Completed a LED lighting upgrade between the ground and 5th floor of the Princes Dock multi-storey car park.

Continued to optimise the use of virtual meeting platforms to save on unnecessary business mileage being generated.

Report of the Directors continued

The group made no charitable or political contributions during the financial year (2025: same).

Report of the Directors continued

Each of the persons who is a director at the date of approval of this report confirms that:

so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware; and

they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Deloitte LLP was appointed auditor to the company in the year. In the absence of a general meeting the auditor is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board of Directors and signed on behalf of the Board

Independent Auditor's Report to the members of Peel Waters Group UK Limited

We have audited the financial statements which comprise:

the group profit and loss account;

the group statement of comprehensive income;

the group and company balance sheets;

the group and company statements of changes in equity;

the group cash flow statement;

the related notes 1 to 27.

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 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.

Independent Auditor's Report to the members of Peel Waters Group UK Limited continued

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 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.

Independent Auditor's Report to the members of Peel Waters Group UK Limited continued

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.

We considered the nature of the group's industry and its control environment, and reviewed the group's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group's business sector.

We obtained an understanding of the legal and regulatory framework that the group operates in, and identified the key laws and regulations that:

had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and

do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. These included General Data Protection Regulation, employment law, health and safety regulations and building regulations.

We discussed among the audit engagement team including relevant internal specialists such as tax, valuations, IT, and industry specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

valuation of investment property: We challenged the principal assumptions used to derive the open market value through a number of procedures. These include the review of equivalent yields against market rates, challenge of methodology by RICS certified internal experts, substantive testing of committed rent receivable and the assessment of disposals against fair values held.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Independent Auditor's Report to the members of Peel Waters Group UK Limited continued

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.

For and on behalf of Deloitte LLP

Statutory Auditor

Manchester, United Kingdom

Cost of sales

Surplus on revaluation of investment properties

Impairment of stock

Administrative expenses

Other operating income

Share of joint venture operating profit

Profit on disposal of fixed assets

Net interest payable and similar expenses

Tax on (loss)/profit

(Loss)/profit for the financial year

Unrealised net surplus on revaluation of operational buildings

Deferred tax relating to revaluation of operational buildings

The loss for the 418 day period ended dealt with in the financial statements of the parent company was £2,779,000.

The financial statements of Peel Waters Group UK Limited, company number 16236073, were approved by the directors and authorised for issue on 15 September 2026.

       Group Statement of Changes in Equity for the year ended 31 March 2026

At 1 April 2024

Profit for the financial year

Unrealised net surplus on revaluation of operational buildings

Deferred tax relating to revaluation of operational buildings

Other comprehensive income

Total comprehensive income

Transfer of excess depreciation charge

Release of revaluation reserve

Movement on merger

reserve

            (1,214)

Investment impairment

released on merger

At 31 March 2025

Loss for the financial year

       (31,156)

Unrealised net surplus on revaluation of operational buildings (note 11)

Deferred tax relating to revaluation of operational buildings (note 20)

Other comprehensive income

Total comprehensive income/(expense)

Realisation of revaluation reserve on disposal of operational buildings

Transfer of excess depreciation charge

Movement on merger

reserve

At 31 March 2026

Company Statement of Changes in Equity for the year ended 31 March 2026

At 7 February 2025 (incorporation)

Result and other comprehensive result for the financial year

Total comprehensive result for the financial year

At 31 March 2025

Loss and other comprehensive expense for the financial year

Total comprehensive expense for the financial year

At 31 March 2026

Purchase of investment properties

Receipts from sales of investment properties

Acquisition of subsidiary

Interest received

Interest paid

Loans drawn down

Loans repaid

                2,956

Cash at beginning of year

Peel Waters Group UK Limited is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England & Wales with company registration number 16236073. The registered office is Venus Building, 1 Old Park Lane, TraffordCity, Manchester, M41 7HA.

The directors have received confirmation that Peel Waters Group Limited, the group's divisional holding company, will continue to provide the necessary level of support to enable it to continue to operate for 12 months from signing the financial statements. We have considered the resources available to this entity and its parent companies Peel L&P Group Limited and Peel Holdings (IOM) Limited, together the "Peel Group", and determine that it will continue to provide the necessary level of support for this period if required.

In considering the ability of Peel Group to provide any necessary support in the context of the uncertainties it faces as a result of the current economic climate, the directors have obtained an understanding of Peel Group's forecasts, the continuing availability of its facilities and its strategic and contingent plans. Cashflow forecasts reflect current expectations of the activity of the group's investments. Sensitivities have also been considered to reflect downside scenarios, including potential reductions in property valuations, and the impact on covenants on debt facilities. These covenants currently operate with headroom and in the event of reductions in value there are mitigating actions that could be deployed to create further headroom. These forecasts show that, even allowing for these downsides, for a period of 12 months from the signing of the accounts the group has sufficient cash reserves to mitigate risks and is in a strong position to withstand the potential impact. The directors are confident that the group is well placed to manage its business risks satisfactorily and is in a strong position to withstand any negative impact of the current economic climate.

The directors have adopted the basis of preparation set out above because they consider that it is necessary in order to give a true and fair view of the results of the group for the year ended 31 March 2026.

All other subsidiaries are consolidated under acquisition accounting principles.  Results of subsidiary undertakings acquired or disposed of during the year are included from the date of acquisition or to the date of disposal (to the extent of group ownership).

Other fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment.  Depreciation is provided on all other fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Individual freehold and leasehold properties other than investment properties are revalued every year with the surplus or deficit on book value being transferred to the revaluation reserve, except that a deficit which is in excess of any previously recognised surplus over depreciated cost relating to the same property, or the reversal of such a deficit, is charged (or credited) to the profit and loss account.  A deficit which represents a clear consumption of economic benefits is charged to the profit and loss account regardless of any such previous surplus.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors do not consider there to be any critical accounting judgements that must be applied other than those that include an element of uncertainty.

The group makes estimates and assumptions concerning the future.  The resulting accounting estimates will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are addressed below:

Gross rental income from investment property

Trading property sales

Service charge income

Environment and resource development income

Utility income

Waterways income

Construction income

Other

Investment properties

Interest payable and similar expenses:

On bank loans and overdrafts

Amortisation of loan fees

Other interest

On amounts owed to group undertakings

Share of joint venture interest payable

Interest receivable and similar income:

On bank and other deposits

Other interest

On amounts owed by group undertakings

Swap valuation movement

Net interest payable and similar expenses

Profit before taxation is stated after (crediting)/charging:

Impairment of goodwill

Surplus on revaluation of investment properties (note 10)

Depreciation of other fixed assets - owned assets (note 11)

Impairment of stock properties (note 14)

Profit on disposal of fixed assets (note 4)

Share of operating profit of joint venture companies

Release of provision for potential decrease in market value of ground rents

Utilisation of contractual obligation provision (note 20)

Release of electricity dispute provision (note 20)

The audit of the company financial statements pursuant to legislation

The audit of the company's subsidiaries financial statements pursuant to legislation

Tax compliance services

Taxation advisory services

Current tax:

UK corporation tax

Group relief

The average monthly number of persons employed by the company in administration during the year, inclusive of executive directors, was 32 (2025: nil).

Wages and salaries

Social security costs

Pension costs

In the year ended 31 March 2025, the group and the company had no employees other than the directors and no key management personnel other than the directors. Employees were held in another group company and associated costs were recharged.

Emoluments

                 376

At 1 April 2025

Additions

Disposals

Lease incentives

Intercompany transfer

Revaluations

At 31 March 2026

March 2026 – External

March 2026 – Directors

The historical cost to the group of all investment properties is £390,084,000 (2025: £308,025,000).

94% (2025: 85%) of the investment property portfolio was professionally valued by external Royal Institution of Chartered Surveyors valuers.

6% (2025: 15%) of the investment property portfolio was professionally valued by the group's own Royal Institution of Chartered Surveyors qualified staff.

The valuations were undertaken in accordance with “Red Book Principles” and were conducted on the basis of Market Value. The

investment properties are valued by adopting the ‘investment method' of valuation. This approach involves applying capitalisation

yields to current and, if any, reversionary income streams. The capitalisation yields and future rental values are based on comparable

property and leasing transactions in the market using the valuers' professional judgement and market observation. All of the valuers

hold professional qualifications and have many years of relevant experience in valuing these types of assets.

94% of the investment property portfolio was professionally valued by Jones Lang LaSalle and Carter Jonas, RICS qualified property consultants, using the investment approach.

Jones Lang LaSalle

Carter Jonas

At 1 April 2025

Disposals

Inter-company transfers

At 31 March 2026

At 1 April 2025

Charge for the financial year

Disposal

Revaluations

At 31 March 2026

At 31 March 2026

At 31 March 2025

100% of the operational buildings portfolio was professionally valued by Jones Lang LaSalle, RICS qualified property consultants, using the investment approach. The methodology involves calculating the present value of the future rent and royalty income using a discount rate which reflects current economic and market indicators and any specific factors relevant to each site. The assets are classified as specialist property with minimal evidence of comparable transactions therefore the valuers have discounted the valuation to reflect this. The valuers are qualified chartered surveyors who have considerable specialist expertise in valuing this type of asset.

Jones Lang LaSalle

Investments comprise:

                   -

At 1 April 2025

Net new loans

Share of operating result for the year

Share of interest payable for the year

At 31 March 2026

At 1 April 2025 and at 31 March 2026

At 31 March 2026

At 31 March 2025

Investment in joint ventures represents:

Group share of net liabilities

Amounts owed by joint ventures

At 1 April 2025

Additions

At 31 March 2026

At 31 March 2026

At 31 March 2025

Details of the investments of the group and all its subsidiary undertakings and joint ventures are given below.

The subsidiary undertakings consolidated as at 31 March 2026, all of which were indirectly and wholly owned ordinary shares unless otherwise stated were as follows:

Scotland

Clydeport Properties Limited

Property development and investment

England & Wales

Peel L&P Investments No.1 Limited

Holding company

England & Wales

Peel L&P Property (Investments) Limited

Property investment

England & Wales

Peel L&P (Ports No.3) Limited

Property investment

England & Wales

Peel L&P Property Intermediate Limited

Property investment and holding company

England & Wales

Pemberton Commercial Management Company Limited*

Dormant

England & Wales

Astley Business Park Management Company Limited*

Dormant

England & Wales

Peel Waters Properties (FOC) Limited*

Dormant

England & Wales

Central Docks Liverpool Waters Management Company Limited*

Dormant

England & Wales

Peel Waters Finance Limited*

Provision of finance

England & Wales

Trafford Waters Management Company Limited*

Dormant

England & Wales

MSCD Advent Management Limited

Dormant

England & Wales

Middle Warehouse Residential Limited *

Dormant

*

directly owned.

The joint ventures as at 31 March 2026 were as follows:

Scotland

James Watt Dock LLP

Property development and investment

All subsidiaries and joint ventures have a year end of 31 March.

Scotland

Peel Land and Property (James Watt Dock) Limited*

SC337879

Holding company

England & Wales

Peel L&P Land (Intermediate) Limited

06495537

Property investment

England & Wales

Peel L&P Developments Limited

01798783

Property investment

England & Wales

Peel L&P (Ports) Limited

05892787

Property investment

England & Wales

Princes Dock Development Company Limited

03314050

Property investment

Scotland

Glasgow Harbour Limited

SC193933

Property investment and development

Scotland

Glasgow Harbour Management Limited

SC237880

Property investment and development

Scotland

Glasgow Harbour (Byron Street) Limited

SC223866

Property investment and development

Scotland

Glasgow Harbour Developments Limited

SC222102

Property investment and development

England & Wales

Peel L&P Investments and Property Limited*

09246810

Property investment

Scotland

Peel Land and Property (Greenock Harbours) Limited*

SC340250

Property trading and rental

England & Wales

Liverpool Waters Finance Limited *

11412770

Provision of finance

England & Wales

Riverside Peel Limited*

06398752

Management of service charges

England & Wales

The Bridgewater Centre Management Company Limited *

02597246

Management of service charges

England & Wales

USP WW Limited

11599390

Property development

England & Wales

Peel Partnerships Wirral Waters Limited*

11713083

Construction

England & Wales

Manchester Ship Canal Developments Limited

02181411

Property development

England & Wales

Manchester Ship Canal Developments Advent Limited

04443848

Property development

England & Wales

Peel L&P Legacy (Wirral Waters) Limited*

11020732

Property development

England & Wales

Peel Waters Investments (Intermediate) Limited*

16236166

Holding company

England & Wales

Peel Waters Holdings (Intermediate) Limited*

16236175

Holding company

England & Wales

Peel Waters (Supply Services) Limited*

16685936

Dormant

England & Wales

Principal Management Company Limited*

02452918

Dormant

England & Wales

East Float Quay Management Company Limited *

10601994

Dormant

*

directly owned

All the subsidiaries and joint ventures above incorporated in Scotland have the registered office 16 Robertson Street, Glasgow, G2 8DS.

Amounts owed by group undertakings

Land held for development

The replacement cost of the above stock is estimated to be £129,879,000 (2025: £115,287,000).

Trade debtors

Amounts owed by subsidiary undertakings

Amounts owed by fellow group undertakings

Amounts owed by related parties

Other debtors

Development deposits and prepaid costs

Prepayments and accrued income

Derivatives

Derivatives as shown above are due in more then one year

Included in Other debtors are the following amounts held on deposit due to lenders in accordance with the facilities:

Due to lenders

Amounts owed by subsidiary undertakings

Amounts owed by group undertakings

                   -

Trade debtors are presented net of provisions for impairment of £428,000 (2025: £600,000).

Unrestricted cash

            11,183

Creditors: amounts falling due within one year

Secured bank loans

Secured other loans

Debt falling due within one year

Trade creditors

Amounts owed to subsidiary undertakings

Amounts owed to fellow group undertakings

Amounts owed to related parties

Other taxes and social security

Government grants

Other creditors

Accruals

Development costs to site completion

Deferred income

Amounts owed to group undertakings

             23,945

               -

Government grants represent amounts received towards infrastructure in an investment property construction.

18. Creditors: amounts falling due after more than one year

Secured bank loans

Debt falling due after more than one year

Government grants

Other creditors

Details of security, interest rates and repayment dates on the above borrowings are disclosed in note 19.

Government grants represent amounts received towards infrastructure in an investment property construction.

Derivatives shown above represent the total amount of financial liabilities measured at fair value through profit or loss at the reporting date.

Creditors: amounts falling due within one year

Creditors: amounts falling due after more than one year

Gross debt

Cash at bank and in hand

Within 1 year

1–2 years

2–5 years

After five years – by instalments

After five years – not by instalments

Revolving credit facility of £165m

Base + 2.75%

Bilateral loan

6.41%

Total bank loans

Cash at bank

Bank loans

At 1 April 2025

Profit and loss account

0BMovements on other comprehensive income

1BInter company transfer

2BUtilisation of provision

3BRelease of provision

Corporate interest restriction

Capitalised land remediation relief

Capitalised interest

Interest rate swaps

Revalued investment properties

Revalued operational assets

Fixed asset timing differences

Short term timing differences

Losses

Receipts due within:

1 year

1 – 5 years

Over 5 years

Payments due within:

1 year

1 – 5 years

Over 5 years

Interest rate swaps measured at fair value

Within three years

Ordinary shares of £1 each

The revaluation reserve is in relation to the revaluation of operational buildings which takes place annually. It represents the accumulated annual transfers of the surplus, or deficit which reverses a previous surplus, on revaluation.

Group operating profit

Non-cash adjustments:

Revaluation surplus on investment properties

Creation less amortisation of lease incentives

Depreciation of other fixed assets

Amounts written off stock and investments

Movement in provisions

                   (789)

Operating cash flow before movement in working capital

Movement in stocks

Movement in debtors

Movement in creditors

Net cash flows from operating activities

Capital expenditure contracted for but not provided for in these financial statements

On investment property

(b) There were no capital commitments by joint ventures.

James Watt Dock LLP

Companies in the Peel Ports Holdings (CI) Limited group of companies

Provision of services

See below (i)

                3,752

Evyve Limited

Provision of services

See below (ii)

(i)

Peel Ports Holdings (CI) Limited is owned 37.575% by a group associate.

(ii)

Evyve Limited is a 50% owned group joint venture in the wider Peel group.

(iii)

Protos 33 Limited is a 50% owned joint venture.

Companies in the Peel Ports Holdings (CI) Limited group of companies

        Services

Protos 33 Limited

         Services

The ultimate parent company in the period to 31 March 2026 was Tokenhouse Limited, a company incorporated in the Isle of Man.  Tokenhouse Limited is controlled by The Billown 1997 settlement, the ultimate controlling party.

The immediate parent company is Peel Waters Group Limited, a company incorporated in the Isle of Man.

The largest group of companies of which the company is a member, that produces consolidated accounts, is Peel Holdings Group Limited, a company incorporated in the Isle of Man. Its registered office is Ballaman Manor, Ballnahowe Road, Port Erin, Isle of Man, IM9 65F.