REGISTERED NUMBER: 12616513 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

London BTR Investments

Holdings 1 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

5

Notes to the financial statements

6

DIRECTORS:

G F Barnet

J N Patel

O P Astruc

SECRETARY:

Sigma Capital Property Ltd

REGISTERED OFFICE:

Floor 3, 1

St. Ann Street

Manchester

M2 7LR

REGISTERED NUMBER:

12616513 (England and Wales)

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

DIRECTORS

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

G F Barnet

J N Patel

P A Shacalis - resigned 10 July 2026

O P Astruc - appointed 10 July 2026

RESULTS AND DIVIDENDS

The profit for the year is £12.5m (2024: loss £0.6m). During the year the company declared and paid a dividend of £22.1m (2024: nil).

GOING CONCERN

The directors have reviewed the trading prospects and projected cash flows of the business and on that basis 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.

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 F Barnet - Director

23 September 2026

TURNOVER

-

-

Administrative expenses

-

(91,598

)

OPERATING LOSS

-

(91,598

)

Income from shares in group undertakings

12,513,136

-

Interest receivable and similar income

-

171

12,513,136

(91,427

)

Impairment of investment assets

3

(125,768

)

-

12,387,368

(91,427

)

Interest payable and similar expenses

4

-

(28,250

)

PROFIT/(LOSS) BEFORE TAXATION

5

12,387,368

(119,677

)

Tax on profit/(loss)

6

67,583

(469,019

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

12,454,951

(588,696

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

12,454,951

(588,696

)

FIXED ASSETS

Investments

8

399

26,602,582

CURRENT ASSETS

Debtors

9

74,817

22,073,692

CREDITORS

Amounts falling due within one year

10

-

(38,992,651

)

NET CURRENT ASSETS/(LIABILITIES)

74,817

(16,918,959

)

TOTAL ASSETS LESS CURRENT LIABILITIES

75,216

9,683,623

CAPITAL AND RESERVES

Called up share capital

11

7,432

7,432

Share premium

-

11,704,843

Retained earnings

12

67,784

(2,028,652

)

SHAREHOLDERS' FUNDS

75,216

9,683,623

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 23 September 2026 and were signed on its behalf by:

G F Barnet - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

7,430

(1,439,956

)

725,670

(706,856

)

Changes in equity

Issue of share capital

2

-

10,979,173

10,979,175

Total comprehensive income

-

(588,696

)

-

(588,696

)

Balance at 31 December 2024

7,432

(2,028,652

)

11,704,843

9,683,623

Changes in equity

Dividends paid

-

(22,063,358

)

-

(22,063,358

)

Total comprehensive income

-

12,454,951

-

12,454,951

Reduction of share premium

-

11,704,843

(11,704,843

)

-

Balance at 31 December 2025

7,432

67,784

-

75,216

1.	STATUTORY INFORMATION

London BTR Investments Holdings 1 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.

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

-

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;

Critical accounting judgements and key sources of 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.

There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

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.

Going concern

The directors have reviewed the trading prospects and projected cash flows of the business and on that basis 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.

3.

IMPAIRMENT OF INVESTMENT ASSETS

2025

2024

£

£

Investment asset impairment

125,768

-

4.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

-

28,250

5.	PROFIT/(LOSS) BEFORE TAXATION

No expenses associated with this note were incurred in the year.

6.

TAXATION

Analysis of tax (income)/expense

2025

2024

£

£

Current tax:

Tax

(67,583

)

469,019

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

(67,583

)

469,019

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

£

£

Profit/(loss) before income tax

12,387,368

(119,677

)

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

3,096,842

(29,919

)

Effects of:

Adjustments in respect of prior years

-

439,663

Transfer pricing adjustments

(136,273

)

59,275

Income not taxable

(3,096,842

)

-

Amounts not recognised

68,690

-

Tax (income)/expense

(67,583

)

469,019

7.	DIVIDENDS PAID

During the year, the Company paid a dividend of £22.1m to its parent undertaking (2024: £nil). No dividends were proposed or declared after the reporting date.

8.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

26,602,582

Investment write down

(125,768

)

Dividends received

(26,476,415

)

At 31 December 2025

399

NET BOOK VALUE

At 31 December 2025

399

At 31 December 2024

26,602,582

The company's investments at the Statement of financial position date in the share capital of companies include the following:

London BTR Investments Holdings 2 Ltd

Registered office: Floor 3, 1 St. Ann Street, Manchester, M2 7LR

Nature of business: Property development and investment

%

Class of shares:

holding

Ordinary

100.00

London BTR Minority Investments Holdings Ltd

Registered office: Floor 3, 1 St. Ann Street, Manchester, M2 7LR

Nature of business: Property development and investment

%

Class of shares:

holding

Ordinary

99.00

During the year, London BTR Investments Holdings 2 Limited and London BTR Minority Investments Holdings Limited undertook a reduction of capital under section 641 of the Companies Act 2006, following which they paid a dividend to the company. These dividends have partially been recognised in the Income Statement within income from group undertakings per the below.

Company

Income Statement

Statement of Financial Position

Total Dividend Received

£

£

£

London BTR Investments Holdings 2 Limited

12,513,136

25,717,446

38,230,582

London BTR Minority Investments Holdings Limited

-

758,969

758,969

12,513,136

26,476,415

38,989,551

Following a review of the carrying value of its investment, the Directors consider the revised carrying value of £399 to represent the recoverable amount of the investment, based on their net asset values.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

74,817

22,073,692

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

-

2,702

Amounts owed to group undertakings

-

38,989,750

Other creditors

-

199

-

38,992,651

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

7,432

Ordinary shares

£1

7,432

7,432

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(2,028,652

)

11,704,843

9,676,191

Profit for the year

12,454,951

12,454,951

Dividends paid

(22,063,358

)

(22,063,358

)

Reduction of share premium

11,704,843

(11,704,843

)

-

At 31 December 2025

67,784

-

67,784

On 27 June 2025, the Company reduced its share premium account by £11,704,843 by way of a special resolution supported by a solvency statement from the directors, in accordance with sections 641 to 644 of the Companies Act 2006. The reduction was effected in order to create distributable reserves to enable the payment of dividends.

The amount by which the share premium account was reduced, being £11,704,843, has been transferred to retained earnings/profit and loss reserves and is reflected in the statement of changes in equity.

Following the reduction, the Company's distributable reserves increased by £11,704,843, which the directors consider sufficient to support the dividend declared during the year of £22,063,358.

13.	ULTIMATE CONTROLLING PARTY