REGISTERED NUMBER: 15101889 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2025

for

London BTR Investments

(NW III) 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:

15101889 (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 period under review was that of investment in and development of build to rent property ("BTR"), through its subsidiaries, in 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 year is £3,980,209 (2024 period: £nil). The directors do not recommend the payment of a dividend for the period ended 31 December 2025.

GOING CONCERN

The company is the parent of a sub-group, with the smaller companies providing 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 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 Group and 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

-

-

Administrative expenses

(4,124

)

-

OPERATING LOSS

(4,124

)

-

Impairment of investment assets

4

(3,976,085

)

-

LOSS BEFORE TAXATION

5

(3,980,209

)

-

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(3,980,209

)

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(3,980,209

)

-

FIXED ASSETS

Investments

7

78,146,602

41,122,687

CURRENT ASSETS

Debtors

8

33,224,850

41,508,606

CREDITORS

Amounts falling due within one year

9

(33,228,974

)

(41,508,606

)

NET CURRENT LIABILITIES

(4,124

)

-

TOTAL ASSETS LESS CURRENT LIABILITIES

78,142,478

41,122,687

CAPITAL AND RESERVES

Called up share capital

10

103

102

Share premium

82,122,584

41,122,585

Retained earnings

11

(3,980,209

)

-

SHAREHOLDERS' FUNDS

78,142,478

41,122,687

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

£

£

£

£

Changes in equity

Issue of share capital

102

-

41,122,585

41,122,687

Balance at 31 December 2024

102

-

41,122,585

41,122,687

Changes in equity

Issue of share capital

1

-

40,999,999

41,000,000

Total comprehensive loss

-

(3,980,209

)

-

(3,980,209

)

Balance at 31 December 2025

103

(3,980,209

)

82,122,584

78,142,478

1.	STATUTORY INFORMATION

London BTR Investments (NW III) 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 is the parent of a sub-group, with the smaller companies providing 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 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 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 period.

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

Period

29.8.23

Year Ended

to

31.12.25

31.12.24

£

£

Investment asset impairment

3,976,085

-

5.	LOSS BEFORE TAXATION

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

6.

TAXATION

Analysis of tax expense

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

Factors affecting the tax expense

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

Year Ended

31.12.25

£

Loss before income tax

(3,980,209

)

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

(995,052

)

Effects of:

Expenses not deductible

1,031

Non taxable items

994,021

Tax expense

-

7.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

41,122,687

Additions

41,000,000

Impairments

(3,976,085

)

At 31 December 2025

78,146,602

NET BOOK VALUE

At 31 December 2025

78,146,602

At 31 December 2024

41,122,687

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

London BTR Investments (NW III) 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

The Company holds an investment in London BTR Investments (NWIII) Holdings 2 Limited ("the Subsidiary"), a wholly owned subsidiary which itself holds investments in a number of underlying companies.

During the year, the Subsidiary carried out a review of the carrying value of its investment portfolio in light of reduced valuations of underlying property investments. As a result, the Subsidiary recognised an impairment of £3,976,085 against its investments.

As this reduction in value at the level of the Subsidiary directly affects the recoverable amount of the Company's own investment in the Subsidiary, the Directors have concluded that a corresponding impairment of £3,976,085 should be recognised against the Company's investment in the Subsidiary. This reduces the carrying value of the investment from £82,122,687 to £78,146,602.

The Directors consider the revised carrying value of £78,146,602 to represent the recoverable amount of the investment, based on the net asset value of the Subsidiary's underlying property investment portfolio following its own impairment review.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

33,224,750

41,508,506

Other debtors

100

100

33,224,850

41,508,606

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

4,124

-

Amounts owed to group undertakings

33,224,750

41,508,506

Other creditors

100

100

33,228,974

41,508,606

10.	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 £40,999,999 per share during the period.

11.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

-

41,122,585

41,122,585

Deficit for the year

(3,980,209

)

(3,980,209

)

Cash share issue

-

40,999,999

40,999,999

At 31 December 2025

(3,980,209

)

82,122,584

78,142,375

12.	PARENT COMPANY AND ULTIMATE CONTROLLING PARTY