REGISTERED NUMBER: 14457499 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

London BTR Investments

(Gallions Reach) Limited

Page

Company information

1

Report of the directors

2

Statement of comprehensive income

4

Statement of financial position

5

Statement of changes in equity

7

Notes to the financial statements

8

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:

14457499 (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 in the year under review was that of investment in and development of build to rent property ("BTR") in Greater London.

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 £391,928 (2024: loss £2,735,901). The directors do not recommend the payment of dividends for the current or prior periods.

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.

Under the terms of the current facility, the lender holds a discretionary option to extend the facility for a further twelve months. The directors have engaged in ongoing dialogue with the sub-group's lender and, based on those discussions and sustained compliance with all applicable covenants, the directors are confident that the lender will exercise the extension option. The sub-group has maintained a positive and constructive relationship with its lender over a number of years. However, as at the date of approval of these financial statements there is no legal agreement in place relating to the extension of the current facility's term. This therefore represents a material uncertainty that may cast significant doubt relating to the sub-group and Company's ability to continue as a going concern.

In the event that the extension option is not exercised, the directors are satisfied that current market conditions for debt financing remain supportive and that the sub-group would be able to refinance the facility with a lender on terms at least as favourable as those currently in place. The directors have considered the cost, availability and likely execution timeline of such refinancing and are satisfied that it represents a credible alternative to extension of the existing facility. 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 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.

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

1,725,395

429,073

Cost of sales

(935,611

)

(558,299

)

GROSS PROFIT/(LOSS)

789,784

(129,226

)

Administrative expenses

(307,197

)

(75,950

)

OPERATING PROFIT/(LOSS)

482,587

(205,176

)

Interest receivable and similar income

216,517

324,880

699,104

119,704

Revaluation of derivatives

4

(438,333

)

(302,687

)

Gain/loss on revaluation of investment property

189,034

(310,423

)

449,805

(493,406

)

Interest payable and similar expenses

5

(2,646,063

)

(2,242,495

)

LOSS BEFORE TAXATION

6

(2,196,258

)

(2,735,901

)

Tax on loss

7

1,804,330

-

LOSS FOR THE FINANCIAL YEAR

(391,928

)

(2,735,901

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(391,928

)

(2,735,901

)

FIXED ASSETS

Tangible assets

8

457,038

583,903

Investment property

9

70,400,000

70,200,190

70,857,038

70,784,093

CURRENT ASSETS

Debtors

10

226,951

151,592

Financial instruments

11

32,980

471,313

Cash at bank

403,079

180,105

663,010

803,010

CREDITORS

Amounts falling due within one year

12

(39,646,744

)

(29,234,871

)

NET CURRENT LIABILITIES

(38,983,734

)

(28,431,861

)

TOTAL ASSETS LESS CURRENT LIABILITIES

31,873,304

42,352,232

CREDITORS

Amounts falling due after more than one year

13

-

(37,587,000

)

NET ASSETS

31,873,304

4,765,232

CAPITAL AND RESERVES

Called up share capital

15

103

102

Share premium

35,001,030

7,501,031

Retained earnings

16

(3,127,829

)

(2,735,901

)

SHAREHOLDERS' FUNDS

31,873,304

4,765,232

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

-

-

100

Changes in equity

Issue of share capital

2

-

7,501,031

7,501,033

Total comprehensive loss

-

(2,735,901

)

-

(2,735,901

)

Balance at 31 December 2024

102

(2,735,901

)

7,501,031

4,765,232

Changes in equity

Issue of share capital

1

-

27,499,999

27,500,000

Total comprehensive loss

-

(391,928

)

-

(391,928

)

Balance at 31 December 2025

103

(3,127,829

)

35,001,030

31,873,304

1.	STATUTORY INFORMATION

London BTR Investments (Gallions Reach) 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 derivatives 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

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: £1,052k) 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.

Under the terms of the current facility, the lender holds a discretionary option to extend the facility for a further twelve months. The directors have engaged in ongoing dialogue with the sub-group's lender and, based on those discussions and sustained compliance with all applicable covenants, the directors are confident that the lender will exercise the extension option. The sub-group has maintained a positive and constructive relationship with its lender over a number of years. However, as at the date of approval of these financial statements there is no legal agreement in place relating to the extension of the current facility's term. This therefore represents a material uncertainty that may cast significant doubt relating to the sub-group and Company's ability to continue as a going concern.

In the event that the extension option is not exercised, the directors are satisfied that current market conditions for debt financing remain supportive and that the sub-group would be able to refinance the facility with a lender on terms at least as favourable as those currently in place. The directors have considered the cost, availability and likely execution timeline of such refinancing and are satisfied that it represents a credible alternative to extension of the existing facility. 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 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 SOURCES OF ESTIMATION UNCERTAINTY

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 both completed and under construction 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 derivatives

438,333

302,687

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

2,635,222

2,242,495

Arrangement fees

10,841

-

2,646,063

2,242,495

6.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging:

2025

2024

£

£

Depreciation - owned assets

127,023

51,165

Loss on disposal of fixed assets

358

-

7.

TAXATION

Analysis of tax income

2025

2024

£

£

Current tax:

Tax

(1,804,330

)

-

Total tax income in statement of comprehensive income

(1,804,330

)

-

Factors affecting the tax expense

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

2025

2024

£

£

Loss before income tax

(2,196,258

)

(2,735,901

)

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

(549,065

)

(683,975

)

Effects of:

Adjustments in respect of prior years

(1,370,760

)

-

Expenses not deductible

18,147

2,700

Amounts not recognised

617,386

1,981,363

Transfer pricing adjustments

(469,130

)

(373,446

)

Tax effect of Fund Exemption profit/losses

(103,901

)

-

Exempt amounts

52,993

77,606

Reversal of deferred tax post Fund Exemption Election

-

(1,004,248

)

Tax income

(1,804,330

)

-

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2025

635,068

Additions

516

Disposals

(500

)

At 31 December 2025

635,084

DEPRECIATION

At 1 January 2025

51,165

Charge for year

127,023

Eliminated on disposal

(142

)

At 31 December 2025

178,046

NET BOOK VALUE

At 31 December 2025

457,038

At 31 December 2024

583,903

9.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 January 2025

70,200,190

Additions

10,776

Revaluations

189,034

At 31 December 2025

70,400,000

NET BOOK VALUE

At 31 December 2025

70,400,000

At 31 December 2024

70,200,190

Fair value at 31 December 2025 is represented by:

£

Valuation in 2024

(310,423

)

Valuation in 2025

189,034

Cost

70,521,389

70,400,000

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

57,402

11,120

Other debtors

169,549

140,472

226,951

151,592

11.	FINANCIAL INSTRUMENTS

The fair value of derivative financial instruments was £32,980 (2024: £471,313) which is made up of a interest rate hedge.

The derivative financial instrument was entered into in April 2024 and expires in December 2026. The notional loan amount is £28.2m with a strike rate of 3.5%.

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 £438,333 (2024: £302,687).

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts (see note 14)

37,587,000

-

Trade creditors

19,533

17,679

Amounts owed to group undertakings

1,359,836

27,550,676

Other creditors

154,940

1,034,778

Accrued expenses

525,435

631,738

39,646,744

29,234,871

13.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans (see note 14)

-

37,587,000

14.

FINANCIAL LIABILITIES - BORROWINGS

The financial liability borrowing for the period is £37,587,000 (2024: £37,587,000) which is made up of a current (2024: non-current) bank loan.

The term of the loan was 3 years from the original agreement meaning the termination date is 21 December 2026 with provision for a one year extension, at lenders discretion, on 3 months’ notice.

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.

Interest is charged at commercial rates and the loan facility is secured on the company's investment property.

15.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

103

Ordinary Shares

£1

103

102

1 Ordinary share of £1 each was allocated at a premium of £27,500,000 per share during the period.

16.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(2,735,901

)

7,501,031

4,765,130

Deficit for the year

(391,928

)

(391,928

)

Cash share issue

-

27,499,999

27,499,999

At 31 December 2025

(3,127,829

)

35,001,030

31,873,201

17.	PARENT COMPANY AND ULTIMATE CONTROLLING PARTY