REGISTERED NUMBER: 13796690 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

London BTR Investments

(NW II) Holdings 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

6

Notes to the financial statements

7

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:

13796690 (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 profit for the period is £700,000 (2024: £nil). During the year, the company declared and paid dividends totalling £700,000 (2024: £nil).

GOING CONCERN

The Company's subsidiaries form a sub-group which has provided guarantees in respect of the 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 financing 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.

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

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

700,000

-

PROFIT BEFORE TAXATION

4

700,000

-

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

700,000

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

700,000

-

FIXED ASSETS

Investments

7

18,968,710

18,968,710

CURRENT ASSETS

Debtors

8

373,023

507,872

CREDITORS

Amounts falling due within one year

9

(372,923

)

(507,772

)

NET CURRENT ASSETS

100

100

TOTAL ASSETS LESS CURRENT LIABILITIES

18,968,810

18,968,810

CAPITAL AND RESERVES

Called up share capital

10

102

102

Share premium

18,968,708

18,968,708

SHAREHOLDERS' FUNDS

18,968,810

18,968,810

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

-

-

100

Changes in equity

Issue of share capital

2

-

18,968,708

18,968,710

Balance at 31 December 2024

102

-

18,968,708

18,968,810

Changes in equity

Total comprehensive income

-

700,000

-

700,000

Dividends paid

-

(700,000

)

-

(700,000

)

Balance at 31 December 2025

102

-

18,968,708

18,968,810

1.	STATUTORY INFORMATION

London BTR Investments (NW II) 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 Company's subsidiaries form a sub-group which has provided guarantees in respect of the 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 financing 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.

Dividends paid

Dividends are recognised as distributions to equity shareholders when they are declared and approved. Dividends are presented within equity as a deduction from retained earnings in the period in which they are approved.

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.	PROFIT BEFORE TAXATION

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

5.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

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

£

Profit before income tax

700,000

Profit multiplied by the standard rate of corporation tax in the UK of 25%

175,000

Effects of:

Income not taxable

(175,000

)

Tax expense

-

6.	DIVIDENDS PAID

During the year, the Company paid a dividend of £700,000 to its parent undertaking (2024: £nil). No dividends were proposed or declared after the reporting date.

7.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

18,968,710

NET BOOK VALUE

At 31 December 2025

18,968,710

At 31 December 2024

18,968,710

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

London BTR Investments (NWII) 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

100.00

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

372,923

507,772

Other debtors

100

100

373,023

507,872

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

372,923

507,772

10.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

102

Ordinary Shares

£1

102

102

11.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

-

18,968,708

18,968,708

Profit for the year

700,000

700,000

Dividends paid

(700,000

)

(700,000

)

At 31 December 2025

-

18,968,708

18,968,708

12.	ULTIMATE PARENT COMPANY AND ULTMATE CONTROLLING PARTY