REGISTERED NUMBER: 12178935 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Sigma PRS Investments

(Fresh Wharf) Limited

Page

Company information

1

Report of the directors

2

Statement of comprehensive income

3

Statement of financial position

4

Statement of changes in equity

6

Notes to the financial statements

7

DIRECTORS:

J N Patel

G S Saran

O P Astruc

SECRETARY:

Sigma Capital Property Ltd

REGISTERED OFFICE:

Floor 3, 1 St. Ann Street

Manchester

M2 7LR

REGISTERED NUMBER:

12178935 (England and Wales)

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the Company is the investment in property for the private rental sector. The company owns and manages 77 residential units which are let to tenants on shorthold assured tenancies.

DIRECTORS

The directors who have held office during the year to the date of this report are as follows:

M S McGill - resigned 30 April 2026

J N Patel

P A Shacalis - resigned 10 July 2026

G S Saran - appointed 30 April 2026

O P Astruc - appointed 10 July 2026

RESULTS AND DIVIDENDS

The loss for the year is £13,778 (2024 period: profit £1,437,059). During the year, the Company declared and paid dividends totalling £0.4m (2024: £nil).

GOING CONCERN

The directors have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. Further detail on this is provided in Note 2 to the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G S Saran - Director

22 September 2026

TURNOVER

1,499,339

1,503,482

Cost of sales

(443,275

)

(383,572

)

GROSS PROFIT

1,056,064

1,119,910

Administrative expenses

(197,324

)

(183,662

)

OPERATING PROFIT

858,740

936,248

Interest receivable and similar income

121,315

323,739

980,055

1,259,987

Revaluation of derivatives

4

(141,814

)

(291,977

)

Gain/(loss) on revaluation of

investment property

150,000

549,999

988,241

1,518,009

Interest payable and similar expenses

5

(945,983

)

(1,044,395

)

PROFIT BEFORE TAXATION

6

42,258

473,614

Tax on profit

7

(56,036

)

963,445

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(13,778

)

1,437,059

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(13,778

)

1,437,059

FIXED ASSETS

Tangible assets

9

41,086

71,692

Investment property

10

27,300,000

27,150,000

27,341,086

27,221,692

CURRENT ASSETS

Debtors

11

114,057

363,140

Financial instruments

12

2,074

16,057

Cash at bank

235,796

230,102

351,927

609,299

CREDITORS

Amounts falling due within one year

13

(615,811

)

(340,011

)

NET CURRENT (LIABILITIES)/ASSETS

(263,884

)

269,288

TOTAL ASSETS LESS CURRENT LIABILITIES

27,077,202

27,490,980

CREDITORS

Amounts falling due after more than one year

14

(14,820,000

)

(14,820,000

)

NET ASSETS

12,257,202

12,670,980

CAPITAL AND RESERVES

Called up share capital

16

102

102

Share premium

7,648,665

7,648,665

Retained earnings

17

4,608,435

5,022,213

SHAREHOLDERS' FUNDS

12,257,202

12,670,980

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

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 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 in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2026 and were signed on its behalf by:

G S Saran - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

100

3,585,154

-

3,585,254

Changes in equity

Issue of share capital

2

-

7,648,665

7,648,667

Total comprehensive income

-

1,437,059

-

1,437,059

Balance at 31 December 2024

102

5,022,213

7,648,665

12,670,980

Changes in equity

Dividends paid

-

(400,000

)

-

(400,000

)

Total comprehensive income

-

(13,778

)

-

(13,778

)

Balance at 31 December 2025

102

4,608,435

7,648,665

12,257,202

1.	STATUTORY INFORMATION

Sigma PRS Investments (Fresh Wharf) 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.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" 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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows.

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Turnover

Rental income from investment property is accounted for under an accruals basis.

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

-

20% on cost

Investment property

Investment property, including that which is being constructed for future use as investment property, is measured initially at its cost including related transaction costs. After initial recognition, investment property is carried at fair value. The investment properties are valued by CBRE (UK) Limited who are qualified valuation experts and hold a recognised and relevant professional qualification. The valuation basis of market value conforms to international valuation standards. The valuation is based on market evidence of investment yields, expected gross to net income rates and actual and expected rental values. Gains or losses arising from changes in the fair value of the investment property are included in profit from operations in the income statement of the period in which they arise.

Financial instruments

Financial assets and financial liabilities are recognised on the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

The company uses derivative financial instruments, specifically caps, to manage interest rate risk. The company does not use derivative financial instruments for speculative purposes. Derivatives are recognised in the Statement of Financial Position at fair value on the date the transaction is entered into and are subsequently re-measured at their fair values at year end. Changes in the fair value of derivatives are recognised in the Statement of Comprehensive Income.

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all the risk and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Taxation

Tax on the profit or loss for the period comprises current tax and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years.

Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at the date that will result in an obligation to pay more, or a right to pay less or to receive more tax with the following exceptions:

1) The recognition of deferred tax assets is limited to the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.

2) Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Fund exemption election Para 12(3) Sch5AAA TCGA 1992

The company is exempt from UK corporation tax on chargeable gains by virtue of the 'Fund Exemption Election' under para 12(3) Sch 5AAA TCGA 1992 that London BTR Investments LP made effective from 29 July 2024 in relation to its 100% subsidiary London BTR Investments Ltd (and its subsidiaries - all of which are 100% owned). This treatment applies to London BTR Investments Ltd (and its subsidiaries - all of which are 100% owned) under "Exemption for direct or indirect disposals of UK land by persons in which fund invests" para 16 Sch 5AAA TCGA 1992 and is applicable from July 2024, immediately after the election was effective per para 17(4) Sch 5AAA TCGA 1992.

As a result of the exemption status noted above, from 29 July 2024, entities in the group that would otherwise recognise deferred tax on the difference between an investment property's balance sheet value for accounting purposes and the tax base cost of that asset do not recognise deferred tax on such items. In the current period, this has led to deferred tax credit of £nil (2024: £1.0m) recognised through the income statement which relates to the reversal of the opening deferred tax liabilities.

A review of the election's conditions was undertaken upon entry into the regime and the conditions are monitored to ensure that they are met.

Impairment

When there is an indication of impairment, the company reviews the carrying value of its assets to determine whether those assets have suffered an impairment loss. The recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to determine the recoverable amount of an individual asset the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately.

Where an impairment subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.

Finance income

Interest income from interest rate derivative hedges are accounted for on an accruals basis.

Going concern

The company is part of a sub-group which has provided guarantees in respect of third party debt provided to fund that sub-group. The debt is contractually repayable within 12 months of the approval date of these financial statements. There are currently insufficient cash resource to settle these liabilities without agreeing an extension of the current facility's term, refinancing with existing lenders or obtaining alternative funding.

The directors are in regular communication with the lenders. Whilst the directors expect that refinancing will be secured, there is currently no binding agreement in place at the date of approval of these financial statements and that this represents a material uncertainty that may cast significant doubt relating to the sub-group and company's ability to continue as a going concern.

The sub-group and company expects, over the coming years, to continue to finance its operations through a combination of equity and debt financings and on this basis the directors have a reasonable expectation that there are adequate resources to continue in operational existence for the foreseeable future, being for these purposes at least 12 months from the signing date of these financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The directors believe that adopting the going concern basis in preparing the consolidated financial statements is appropriate. Nevertheless, the directors are making full disclosure, as required by accounting standards, to indicate the existence of material uncertainty, which may cast significant doubt upon the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY ESTIMATION

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, 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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below:

Fair value of investment property

Investment properties are held at fair value, based on independent valuations provided by CBRE (UK) Limited, acting in the capacity of External Valuers as defined in the RICS Red Book. The valuation is based upon assumptions including future rental income, anticipated maintenance costs, future development costs and the appropriate discount rate. The valuers also make reference to market-based evidence of transaction prices for similar properties.

Derivative financial instruments valuation

Derivative financial instruments are held at fair value, based on independent Chatham Financial valuations, acting in the capacity of External Valuers.

4.

REVALUATION OF DERIVATIVES

2025

2024

£

£

Loss on revaluation of

interest caps

141,814

291,977

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

945,983

1,044,395

6.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging:

2025

2024

£

£

Depreciation - owned assets

31,527

31,403

Loss on disposal of fixed assets

395

1,370

7.

TAXATION

Analysis of tax expense/(income)

2025

2024

£

£

Current tax:

Tax

56,036

59,271

Deferred tax

-

(1,022,716

)

Total tax expense/(income) in statement of comprehensive income

56,036

(963,445

)

Factors affecting the tax expense

The tax assessed for the year is higher (2024 - lower) than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before income tax

42,258

473,614

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

10,565

118,404

Effects of:

Transfer pricing adjustments

(512

)

(60,899

)

Prior year adjustment

(5,759

)

(165,925

)

Expenses not deductible

376

60

Amounts not recognised

125,007

346,634

Amounts exempt from deferred tax

2,863

(41,503

)

Reversal of deferred tax post Fund Exemption Election

-

(1,022,716

)

Revaluation exempt from tax

(76,504

)

(137,500

)

Tax expense/(income)

56,036

(963,445

)

8.	DIVIDENDS PAID

During the year, the Company paid a dividend of £400k to its parent undertaking (2024: £nil). No dividends were proposed or declared after the reporting date.

9.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2025

267,977

Additions

1,315

Disposals

(1,434

)

At 31 December 2025

267,858

DEPRECIATION

At 1 January 2025

196,285

Charge for year

31,527

Eliminated on disposal

(1,040

)

At 31 December 2025

226,772

NET BOOK VALUE

At 31 December 2025

41,086

At 31 December 2024

71,692

10.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2025

27,150,000

Revaluations

150,000

At 31 December 2025

27,300,000

NET BOOK VALUE

At 31 December 2025

27,300,000

At 31 December 2024

27,150,000

Fair value at 31 December 2025 is represented by:

£

Valuation in 2019

1,043,993

Valuation in 2020

512,850

Valuation in 2021

1,334,097

Valuation in 2022

1,239,209

Valuation in 2023

(39,284

)

Valuation in 2024

549,999

Valuation in 2025

150,000

Cost

22,509,136

27,300,000

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

29,104

23,816

Amounts owed by group undertakings

-

208,284

Other debtors

84,953

131,040

114,057

363,140

12.	FINANCIAL INSTRUMENTS

The fair value of derivative financial instruments was £2,074 (2024: £16,057) which is made up of an interest rate hedge.

A derivative financial instrument was entered into in January 2025 and expired in January 2026. The notional loan amount was £14.8m with a strike rate of 3.5%. A further derivative financial instrument was entered into in January 2026 that expires in January 2027, with the notional loan amount of £14.8m and strike rate of 4%.

The cash payment or rebate is a function of the difference between strike rate per the agreement and the SONIA compounding rate with a 5 day look back.

The loss in fair value of the derivative financial instrument in the year was £141,814 (2024: loss £291,977).

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

36,433

36,367

Amounts owed to group undertakings

324,752

-

Other creditors

56,004

54,902

Accruals and deferred income

198,622

248,742

615,811

340,011

14.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 15)

14,820,000

14,820,000

15.

FINANCIAL LIABILITIES - BORROWINGS

The financial liability borrowing for the year is £14,820,000 (2024: £14,820,000) which is made up of a current bank loan (2024: current bank loan).

The Company is part of a sub-group which has provided guarantees in respect of the third party debt provided to fund that sub-group.

The bank loan is utilised to fund the Company’s investment in private rented sector property. The total facility is £14.8 million and interest is charged at commercial rates. The loan facility is secured on the company’s investment property.

The term of the loan as 5 years from the original agreement meaning the termination date is 21 February 2027.

16.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

102

Ordinary Shares

£1

102

102

17.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

5,022,213

7,648,665

12,670,878

Deficit for the year

(13,778

)

(13,778

)

Dividends paid

(400,000

)

(400,000

)

At 31 December 2025

4,608,435

7,648,665

12,257,100

18.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY