REGISTERED NUMBER: 16276837 (England and Wales)

Unaudited Financial Statements

for the Period 26 February 2025 to 31 January 2026

for

Paws & Properties Holdings Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTOR:

M P Smith

SECRETARY:

REGISTERED OFFICE:

20 Wenlock Road

London

N1 7GU

REGISTERED NUMBER:

16276837 (England and Wales)

ACCOUNTANTS:

Stone's Accountancy Sussex Limited

398 Coast Road

Pevensey Bay

Pevensey

East Sussex

BN24 6NY

FIXED ASSETS

Tangible assets

4

3,338,409

CURRENT ASSETS

Debtors

5

166,552

Prepayments and accrued income

271,769

Cash at bank

130,671

568,992

CREDITORS

Amounts falling due within one year

6

2,897,341

NET CURRENT LIABILITIES

(2,328,349

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,010,060

CREDITORS

Amounts falling due after more than one year

7

(1,123,244

)

PROVISIONS FOR LIABILITIES

(49,116

)

NET LIABILITIES

(162,300

)

CAPITAL AND RESERVES

Called up share capital

50

Revaluation reserve

8

147,349

Retained earnings

(309,699

)

SHAREHOLDERS' FUNDS

(162,300

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 January 2026.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 January 2026 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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 and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 31 October 2026 and were signed by:

M P Smith - Director

1.	STATUTORY INFORMATION

Paws & Properties Holdings Ltd 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 preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Tangible fixed assets

Freehold land and buildings are stated at fair value under the revaluation model (FRS 102 S17) determined by an independent valuer at the reporting date. Revaluation gains are recognised in other comprehensive income and accumulated in the revaluation reserves, revaluation decreases are recognised in other comprehensive income to the extent of any previous surplus on the same assets, with any excess charged to profit and loss. Deferred tax on revaluation movements is recognised in the same place as the movement. Once buildings are depreciated, the excess of depreciation on the revalued amount over depreciation on historical cost is transferred annually from the revaluation reserve to the profit and loss account.Other assets are stated at cost less depreciation charged on a straight-line basis: Kennel infrastructure 10% per annum, motor vehicle 20% per annum. No depreciation has been charged on buildings in this period.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Current Tax charge for the period -

Deferred tax charged to other comprehensive income - £ 49,116

Deferred tax liability at 31 January 2026 - £49,116

Unrecognised Deferred tax asset on tax losses (estimate at 25%) - £77,425

No deferred tax asset has been recognised on tax losses as their recovery against future taxable profits is not yet sufficiently certain.

Other general information

Going Concern -

At 31 January 2026 the company had net current liabilities and net liabilities (see balance sheet). The private investor loan (due July 2026) and the Hart Reade Facility (Due November 2026) fall due within twelve months and the Lucentsys Ltd loan was repayable within twelve months under the arrangement in force at the reporting date. After the year end Lucentsys Ltd and the company entered into a revolving loan facility of up to £1,250,000 repayable at the third anniversary of its commencement date, which the earlier arrangement and carries forward the balance owed. the directors are seeking to refinance the remaining facilities against the property. These conditions indicate the existence of a material uncertainty that may cast significant doubt on 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.

Financial Instruments -

The company has only basic financial instruments. Loans are recognised initially at transaction price less directly attributable transaction costs (arrangement and facility fees) and subsequently at amortised costs; transaction costs are amortised to interest payable over the term of the loan.

Acquisition Costs -

Directly attributable costs of acquiring the freehold property, including stamp duty land tax, legal costs and contractual interest payable to the seller for delayed completion are included in its cost.

Key judgement and estimates

(i) fair value of freehold property, based on the independent RICS Red Book valuation of £3,300,000 by Pinders following completion of the refurbishment. (ii) classification of amounts paid to / through third parties on the company behalf (the purchase deposit of £150,000 reimbursed to a third party, and £107,562.23 paid by Lucentsys Ltd directly to suppliers) as costs of the property and the judgement that a further £145,000 advance to that third party, who has since died, is irrecoverable and has been written off. (iii) classification of the £157,000 paid on exchange of contracts for Burntwood Kennels as a payment on account within Debtors rahter than as cost of the Ifield property and of £271,769 of Baldock deposits paid by Every Dog Club Ltd on the company's behalf as a payment on account for the Grove Mill Developments Ltd share purchases; (iv) going concern.

Secured debts

Flight Test Management Ltd - first legal charge (charge code 1627 6837 0001 created 29 October 2025)

£1,123,244

Roger Graham Bromiley and Peter Graham Hughman (Hart Reade) - fixed charge (Charge number 1627 6837 0002 created 14 November 2025)

£600,000

Total secured debts = £1,723,244

Both charges are over Ifield House and Ifield Park Kennels and contain negative pledges. The Flight Test Management loan is also guaranteed personally by Matthew Paul Smith (director). The Hart Reade facility (£600,000, 1.5% per month, arrangement fee £24,000 repayable 12 months from drawdown) is guaranteed by Matthew Paul Smith and Jodie Ritsuko Kohler, supported by changes over their personal properties.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 .

4.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST OR VALUATION

Additions

3,103,534

42,344

3,145,878

Revaluations

196,466

-

196,466

At 31 January 2026

3,300,000

42,344

3,342,344

DEPRECIATION

Charge for period

-

3,935

3,935

At 31 January 2026

-

3,935

3,935

NET BOOK VALUE

At 31 January 2026

3,300,000

38,409

3,338,409

The freehold property (Ifield House, title WSX272826, and Ifield Park Kennels title WSX289027) was aquired on 29 October 2025 and revalued at 31 January 2026 at £3,300,000 on an open market value basis by Pinders. RICS Registered Valuers in a valuation report. This was prepared in accordance with the RICS Valuation - Global Standards (the "Red Book") following completion of the refurbishment works. The surplus of £196,466 over costs (including refurbishment costs funded by Lucentsys Ltd) has been credited to the revaluation reserve through other comprehensive income net of deferred tax of £49,116. Under the historical costs model the freehold would have been included at the cost shown below. The property is subject to the charges noted.

Prepayments noted in the accounts to the sum of £157,000 represent monies paid on exchange of contracts in January 2026 for the purchase of Burntwood Kennels, Dunsfold. The property in not recognised until completion, which took place after the year end.

Fixed asset investments comprise £271,769 paid on account during 2025 by Every Dog Club Ltd on the company's behalf (deposit £224,000 and reservation deposit £47,769) towards the acquisition of the entire issued share capital of Grove Mill Developments Ltd, owner of the Gannock Lane kennels, Baldock for £1,750,000. The investment is recognised on completion which took place after the year end.

Histroical cost of freehold land and buildings £3,103,534.

Cost or valuation at 31 January 2026 is represented by:

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

Valuation in 2026

3,300,000

42,344

3,342,344

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other debtors

9,303

Directors' loan accounts

249

Prepayments

157,000

166,552

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other loans

1,589,354

Loan From Related Party

945,525

Amount owed to related

271,769

Accruals Interest payable

90,693

2,897,341

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Other loans - 1-2 years

1,123,244

The loan of £1,123,243.59 under the legal charge dated 29 October 2025 bears interest at 1% per month and it repayable in full within 24 months of the date of the charge (by 29 October 2027). Early repayment requires payment of a minimum of six months interest. No amounts fall due after more than five years.

8.

RESERVES

Revaluatio

reserve

£

Purchase of own shares

147,349

At 31 January 2026

147,349

9.	CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS

(a) Stamp Duty land tax of £67,000 was calculated at non residential (mixed-use) rates subject to HMRC acceptance that the kennels site qualifies as non residential additional SDLT may be payable if residential rates apply.

(b) The company has indemnified the seller for charges payable under the pre-completion license to occupy, no charges have been notified.

(c) Early repayment of the Flith Test Management loans requires a minimum of six months interest (approximately £67,000).

(d) Default interest of 2.5% per month applies to the Hart Reade facility if payable are missed.

(e) at 31 Jan 2026 the company had exchanged contracts for the purchase of Burntwood Kennels Durnfold. The balance due on completion was contracted for but not provided in these financial statements. the deposit of £157,000 is included as a prepayment on the balance sheet.

(f) The company also agreed to acquire the entire issued share capital of Grove Mill Developments Ltd (Gannock Lane Baldock) for £1,750,000 of which £271,769 had been paid on account at 31 Jan 2026. The balance of £1,478,231 was contracted for but not provided in these financial statement.

10.	CALLED UP SHARES

Allocated called up shares and fully paid 5,000 ordinary shares of £0.01 each.

On incorporation 1 ordinary share of £1 was issued to Matthew Paul Smith. Per the confirmation statement dated 09 September 2025, the issued share capital comprises 5,000 ordinary shares of £0.01 each (aggregate nominal value £50.00, fully paid. of which 3,334 (66.7%) are held by Matthew Paul Smith and 1,666 (33.3%) by a private investor. The £50 was paid by Matthew Paul Smith.

11.	DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the period ended 31 January 2026:

£

M P Smith

Balance outstanding at start of period

-

Amounts advanced

249

Amounts repaid

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of period

249

Matthew Paul Smith advance for travel expenses (25 November 2025) interest free no fixed repayment date, balance at 31 Jan 2026. - £249.00

Matthew Paul Smith - amount owed by the company for the refurbishment costs paid personally (nil at the year end). Costs of £557,962.50 paid personally by him were reimbursed to hum by Lucentsys Ltd on the company's behalf and are included in the Lucentsys loan.

Matthew Paul Smith has personally guaranteed the Flight Test Management loan and the Hart Reade facility. The share subscription of £50 was paid by him personally.

12.	RELATED PARTY TRANSACTIONS

Lucentsys (company under common directorship of Matthew Paul Smith) - loan advanced between January 2025 and January 2026, (£1,015,524.73 in total, of which £350,000 was received into the company's bank account on 16 July 2025 and the balance paid directly to suppliers or reimbursed to the director on the company's behalf). interest at 0.5% per month rolled up, £70,000 repaid in the period. Unsecured refinanced after the year end under a revolving facility of up to £1,250,000.

Interest charged - £33,744

Balance owed at 31 Jan 26 - £945,525

Accrued interest - £33,744

Private investor (minority shareholder) - loan of £1,000,000 plus 1% facility fee, 5% per annum 12 months term from July 2025.

Interest charged - £25,586

Balance owed at 31 Jan 26 - £1,010,000

Accrued interest - £25,586

Every Dog Club Ltd (company under common control of Matthew Paul Smith) - deposit of £271,769 for the Grove Mill Development Ltd share purchase paid to the sellers solicitors on the company's behalf during 2025, interest free unsecured repayable on demand.

Transactions with Matthew Paul Smith are disclosed. The purchase deposit of £150,000 was paid by a third party before incorporation and reimbursed by the company, a further £145,000 advance to him during the period as a loss has been written off following his death, recovery being assessed as remote.

13.	RESERVES AND STATEMENT OF CHANGES IN EQUITY

Shares Issued in the period - £50

Loss for the period (309,699)

Surplus of revaluation of freehold property £196,466

Deferred tax on revaluation surplus - (£49,116)

Balance total - £ 162,300

The revaluation reserves represents the surplus on revaluation of the freehold property over its historical cost, net of deferred tax at 25%. The surplus is unrealised, no tax is payable until property is disposed of and the deferred tax provided reflects the tax that would arise on a sale at the revalued amount. The revaluation reserve is not distributable. The profit and loss account represents cumulative losses, the company has no distributable reserves.