The notes on pages 5 to 24 form part of these financial statements.

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The notes on pages 5 to 24 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £17,845,172 (2025 - £999,941 loss).

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Grainmarket Properties Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Gracechurch Street, London, EC3V 0DD.

The group consists of Grainmarket Properties Limited and all of its subsidiaries.

The financial statements for the year ended 31 January 2026 cover a 12‑month period, whereas the comparative figures relate to a 10‑month period from 1 April 2024 to 31 January 2025. This difference in reporting periods has arisen following a change in the parent company’s and wider group's accounting reference date. As a result, the comparative information presented for the prior period is not directly comparable with the current period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Grainmarket Properties Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 January 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in associates include acquired goodwill.

If the group’s share of losses in an associate equals or exceeds its investment in the associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the associate.

Unrealised gains arising from transactions with associates are eliminated to the extent of the group’s interest in the entity.

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flow forecasts, in making their assessment, particularly at the group level.

The directors have stress-tested cash flow projections to assess the potential impact of adverse business scenarios, alongside the mitigating actions available to reduce any impact on operational performance. The group's assets are assessed annually for recoverability and the directors consider that the group is not exposed to any significant asset impairment risks in these assessments, given the measures that could be undertaken to mitigate prevailing adverse conditions and the resources available. Based on these assessments, the directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing the annual report and financial statements.

The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Turnover represents rent receivable and expenses recharged to tenants, dilapidations receivable, sales of residential development properties and insurance claims in the ordinary course of business.

Rentals received under operating leases are recognised as turnover on a straight line basis over the course of the lease, taking into account the rent free period.

Expenses recoverable from tenants are recognised as turnover on a straight line basis over the period they relate to.

Turnover is recognised in respect of the sale of development properties at the date of completion.

Dilapidations receivable and insurance claims are recognised as other income when the amounts have been agreed with the tenant and it is probable the amounts will be settled at the agreed amount.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets excluding biological assets, are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

The alpaca herd is accounted for as biological assets under FRS 102 Section 34 Agriculture. Biological assets are measured at fair value less costs to sell. Fair value is estimated by the directors using insured values as a proxy for market value, which are benchmarked against the market. Fair value movements are recognised in profit or loss.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Investment property is carried at fair value determined annually by external valuers, Savills and is derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Trading properties and developments held for sale are inventory and are included in the balance sheet at the lower of cost and net realisable value. Cost includes all costs directly associated with the acquisition and development of a specific site. Net realisable value is estimated selling price less estimated costs to completion and the estimated costs of making the sale.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Certain cash balances may be subject to restrictions where they are pledged as security or collateral against borrowing facilities. Restricted cash balances remain classified as cash and cash equivalents where they otherwise meet the definition of cash and cash equivalents but are disclosed separately in the notes to the financial statements where material.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Non-current creditors consists of loan notes payable. Loan notes payable are classified as non-basic financial instruments in accordance with Sections 11 and 12 of FRS 102. The loan notes are initially recognised at fair value, which is normally the transaction price, unless a different fair value is evidenced. Subsequent to initial recognition, the loan notes are measured at fair value at each reporting date, with any gains or losses arising from changes in fair value recognised in profit or loss within fair value gains and losses.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where 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 as follows:

The fair value of the investment property has been arrived at on the basis of a professional valuation. The valuers, Savills, are professionally qualified members of RICS. Fair value is determined by an appraisal of market value based on evidence such as tenure and tenancy details, prevailing market yields and comparable market transactions.

The average monthly number of persons (including directors) employed by the group and company during the year was:

The fair value of the investment property has been determined based on a professional valuation of the property as at 31 January 2026. The valuation was undertaken by Savills in April 2026. Savills are professionally qualified members of RICS. Fair value is determined by an appraisal of market value based on evidence such as tenure and tenancy details, prevailing market yields and comparable market transactions.

The prior year comparative historical cost information has been restated to reflect the correct historical cost basis.

Details of the company's subsidiaries at 31 January 2026 are as follows:

Jexstor Limited, a previous subsidiary of the group, was dissolved on 11 February 2025.

Shoebill Real Estate High Wycombe GP Limited & Shoebill Real Estate Elstree GP Limited were dissolved on 24 March 2026.

A subsidiary of the group, GPL 2014 Limited, acquired the remaining 2.88% of shares in Zeena Ventures Limited on 13 May 2025 to increase the group's holding to 100%.

The parent company acquired a further 0.625% holding in Bromley JV LP on 11 June 2025 to increase the group's holding to 67%.

Included within other debtors falling due after more than one year is a loan receivable of £5,590,000 (2025: £5,590,000) advanced by Zeena Ventures Limited. The loan is repayable in December 2029 and bears interest at 8.5% per annum until practical completion of the development, reducing to 6% per annum thereafter.

Included within group other creditors is £2,352,486 (2025: £2,500,100) relating to loan notes payable. The loan notes are classified as non-basic financial instruments and measured at fair value through profit or loss. The loan notes are unsecured and repayable on disposal of the related property, with the amount payable linked to the proceeds realised from the development.

The bank loans and overdraft are secured by a fixed charge over all present freehold and leasehold property, a first charge on the company's debt, and a first floating charge over all the assets and undertakings both present and future dated 12 November 2019.

The bank loan totalling £54,189,019 (2025: £54,189,019) is repayable in 2029, being the tenth year from drawdown, and bears interest at a rate of 3.35% (2025: 3.35%), accrued on a quarterly basis.

The land and buildings are also security for the bank loan held in the subsidiary company Zeena Ventures Limited and related company Elmswood Properties Limited.

Cash deposits of £27,210,000 (2025: £26,510,981) are held in accounts pledged as collateral for the bank loan. These funds are subject to restrictions and cannot be accessed or withdrawn without the consent of the lender.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability arises on unrealised gains recognised on investment properties and listed investments. The liability is expected to reverse only on disposal of the underlying assets.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 January 2026 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

The prior year disclosure has been restated to include lessor commitments from a subsidiary excluded in the prior period.

At 31 January 2026, the group and parent company held cash balances of £27,210,000 (2025: £26,510,981) which were subject to restrictions. These funds are held as collateral against a borrowing facility and cannot be withdrawn or otherwise utilised without the consent of the lender. These funds are available to the group to use to purchase assets subject to the lender's approval. Accordingly, the balance is not available for the group or parent company's general operating purposes.

The parent company received management fee income from subsidiaries which are not wholly owned.

The following amounts were outstanding at the reporting end date:

At 31 January 2025, the parent company owed £19,638,745 to a subsidiary that was not wholly owned. During the year, the subsidiary became wholly owned and, accordingly, balances with that entity are exempt from related party disclosure at 31 January 2026. The comparative figures have been restated to include this balance.

The following amounts were outstanding at the reporting end date:

At 31 January 2026, the parent company and group was owed £407,000 (2025: £875,472) from an associate. The amount accrues interest of 3% p.a. and is repayable on demand. The comparative figure has been restated to include accrued interest on the loan.

At 31 January 2026, the parent company was owed £507,918 (2025: £547,371) by a subsidiary that was not wholly owned. The balance attracts interest at Base Rate + 2.5% and is repayable on demand. The comparative figures have been restated following a prior year adjustment recognised during the year.

The company has taken advantage of the exemption available under Section 33.1A of Financial Reporting Standard 102 and has therefore not disclosed transactions entered into between members of the group where the subsidiary undertaking party to the transaction is wholly owned by the company.

M J Crader is the ultimate controlling party of the company and group.

A prior year adjustment has been recognised to reverse an impairment of a loan note receivable amounting to £427,428. The impairment arose following an adjustment made in the prior year to align the carrying value of the investment with its impaired value, which inadvertently included loan notes acquired during the period. The adjustment has increased current assets, retained earnings and profit for the prior period.

In addition, a prior year adjustment has been recognised in respect of the incorrect offsetting of assets and liabilities amounting to £718,592. The balances related to transactions with third parties. Accordingly, both assets and liabilities have been increased by £718,592. This adjustment had no impact on net assets or profit.

As part of the above adjustments, certain amounts within other gains and losses below operating profit have been reclassified to ensure the appropriate presentation of gains and losses. The reclassification had no impact on profit or net assets.

The parent company includes the prior year adjustment described above in respect of the reversal of an impairment of a loan note receivable amounting to £427,428. This adjustment increased prior year profit and retained earnings.

In addition, a prior year adjustment has been recognised to reverse an incorrectly recognised impairment of an investment in a subsidiary undertaking amounting to £720,747 and an incorrectly recognised intercompany debtor amounting to £1,065,099. These adjustments arose following the correction of historical intercompany reconciliations and a reassessment of the carrying value of the investment. As these adjustments relate to periods prior to the comparative period, they have been recognised through opening reserves and do not affect prior year profit.

The net impact of the company-specific adjustments was a reduction in opening reserves of £344,352. After taking account of the £427,428 loan note adjustment recognised in the comparative period, the overall increase in equity at 31 January 2025 was £83,076.