REGISTERED NUMBER: 12759396 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

London BTR Minority

Investments Holdings 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:

12759396 (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"), through its subsidiaries, in areas of Greater London.

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 loss for the period is £253k (2024: profit £33k). During the year, the Company declared and paid dividends totalling £759k (2024: £nil).

GOING CONCERN

The Statement of Financial Position shows the Company is in a net liability position. The Company is supported by group undertakings who have agreed to continue to support the company and not seek repayment until sufficient funds are available.

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

3

-

3

-

Gain on sale of investments

-

35,388

OPERATING PROFIT

3

35,388

Impairment of investment assets

4

(249,715

)

-

(LOSS)/PROFIT BEFORE TAXATION

5

(249,712

)

35,388

Tax on (loss)/profit

6

(3,005

)

(2,272

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(252,717

)

33,116

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(252,717

)

33,116

FIXED ASSETS

Investments

8

3

635,885

CURRENT ASSETS

Debtors

9

-

762,790

CREDITORS

Amounts falling due within one year

10

(2,908

)

(389,894

)

NET CURRENT (LIABILITIES)/ASSETS

(2,908

)

372,896

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,905

)

1,008,781

CAPITAL AND RESERVES

Called up share capital

11

102

102

Share premium

-

884,737

Retained earnings

12

(3,007

)

123,942

SHAREHOLDERS' FUNDS

(2,905

)

1,008,781

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

100

90,826

-

90,926

Changes in equity

Issue of share capital

2

-

884,737

884,739

Total comprehensive income

-

33,116

-

33,116

Balance at 31 December 2024

102

123,942

884,737

1,008,781

Changes in equity

Dividends paid

-

(758,969

)

-

(758,969

)

Total comprehensive income

-

(252,717

)

-

(252,717

)

Reduction of share premium

-

884,737

(884,737

)

-

Balance at 31 December 2025

102

(3,007

)

-

(2,905

)

1.	STATUTORY INFORMATION

London BTR Minority Investments Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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;

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 Statement of Financial Position shows the Company is in a net liability position. The Company is supported by group undertakings who have agreed to continue to support the company and not seek repayment until sufficient funds are available.

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.	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.

4.

IMPAIRMENT OF INVESTMENT ASSETS

2025

2024

£

£

Investment asset impairment

249,715

-

5.	(LOSS)/PROFIT BEFORE TAXATION

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

6.

TAXATION

Analysis of tax expense

2025

2024

£

£

Current tax:

Tax

3,005

2,272

Total tax expense in statement of comprehensive income

3,005

2,272

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

£

£

(Loss)/profit before income tax

(249,712

)

35,388

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

(62,428

)

8,847

Effects of:

Non taxable income

-

(8,847

)

Transfer pricing adjustments

3,005

2,272

Expenses not deductible for tax purposes

62,428

-

Tax expense

3,005

2,272

7.	DIVIDENDS PAID

During the year, the Company paid a dividend of £759k 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

635,885

Impairments

(249,715

)

Dividends received

(386,167

)

At 31 December 2025

3

NET BOOK VALUE

At 31 December 2025

3

At 31 December 2024

635,885

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 Limited

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

Nature of business: Property development and investment

%

Class of shares:

holding

Ordinary shares

1.00

London BTR Investments (Ark Soane) Limited was disposed in August 24 to another part of the group headed up London BTR Investments Limited.

Following a review of the carrying value of its investment, the Directors consider the revised carrying value of £3 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

-

762,690

Other debtors

-

100

-

762,790

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

2,908

389,890

Other creditors

-

4

2,908

389,894

11.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

102

Ordinary Shares

£1

102

102

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

123,942

884,737

1,008,679

Deficit for the year

(252,717

)

(252,717

)

Dividends paid

(758,969

)

(758,969

)

Reduction of share premium

884,737

(884,737

)

-

At 31 December 2025

(3,007

)

-

(3,007

)

On 27 June 2025, the Company reduced its share premium account by £884,737 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 £884,737, 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 £884,737, which the directors consider sufficient to support the dividend declared during the year of £758,969.

13.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY