Preliminary Results

20 January 2026

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

THE CONYGAR INVESTMENT COMPANY PLC

PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2025

 SUMMARY

· Net asset value ("NAV") decreased in the year by £19.5 million to £41.6 million (70.2p per share; 2024: 103.0p per share). However, these results do not incorporate the £15.1 million profit realised from the sale of the Group's land holding in Rhosgoch, Anglesey shortly after the balance sheet date, which after tax equates to an additional 23.9p per share.

In accordance the Group's accounting policy for trading and development properties, as dictated by UK-adopted international accounting standards, Rhosgoch has been reported at 30 September 2025 at its historical cost of £3.3 million compared with the net proceeds of £18.4 million received on completion of the sale on 7 November 2025. In order to present an alternative position for the Group, we have included within the "group net asset summary" table below additional columns to adjust the actual results reported at 30 September 2025, for the post tax NAV and price per share impact from the sale of Rhosgoch.

· The £19.5 million NAV decrease reported for the year was derived primarily from a £17.5 million write down in the carrying value of the Group's properties at The Island Quarter in Nottingham ("TIQ"). In addition, the Group incurred £7.3 million of net operational, administrative and debt financing costs (including £1.8 million of depreciation charges) and realised profits of £5.3 million from the sale of its development and trading assets.

· Cash deposits amounted to £3.2 million (5.3p per share) at 30 September 2025, boosted after the year end by the £18.4 million net proceeds received from the sale of Rhosgoch.

· Bank borrowings decreased in the year by £7.8 million to £48.0 million at 30 September 2025.

· Credit approval has been received from Barclays Bank PLC ("Barclays"), after the balance sheet date, to extend the development loan facility until 23 December 2026. This will enable the further letting and stabilization of the Winfield Court over the coming year.

· Winfield Court occupancy at 81%, a 27% uplift from the previous academic year, generating net operating income, before debt financing costs, of £2.7 million.

· Sales completed for various development and trading properties, including the Virgin Active gym at TIQ and the land holding and seabed at Holyhead Waterfront, realising net profits in the year of £5.3 million.

· Transfer completed of the operational management for the restaurant and events venue at 1 The Island Quarter ("1 TIQ") to Rhubarb Food Design ("Rhubarb") to enable the further expansion of the food, beverage and events offering at TIQ.

The adjusted results, provided in italics on the far right of the table above, reflects the actual results for the year, as presented in this preliminary announcement, but revised to reflect the impact on the Group's NAV and pence per share were the Group's landholding at Rhosgoch reported instead at the net proceeds of £18.4 million received on 7 November 2025 compared with the historical cost valuation of £3.3 million as required at 30 September 2025, for this asset reported as inventory, to ensure compliance with the UK-adopted international accounting standards. With the applicable standard requiring the Group's trading and development properties to be reported at the lower of cost and net realisable value.

Robert Ware, chief executive commented:

"The outlook for UK commercial real estate in 2026 is cautiously positive with expectations of stabilization and modest recovery driven by falling inflation, recent cuts in interest rates, returning capital, supply constraints and rental growth.

Whilst the market remains challenging and uncertain, and our cash flows remain restrictive, improving investor confidence and the increasing demand for quality, sustainable assets should ensure that opportunities evolve to enable the realisation of improved returns from and further development progression at The Island Quarter over the coming years."

Enquiries:

The Conygar Investment Company PLC

Panmure Liberum Limited (nominated adviser and broker)

Temple Bar Advisory (public relations)

Chairman's & chief executive's statement

Progression and market update

We began 2025 with a relatively positive outlook derived from inflationary pressures having eased, interest rates projected to fall, and the economic environment having become more stabilised. However, the impact throughout 2025 of weak business investment, driven by high uncertainty and costs as a result of unpredictable US policy changes, fiscal decisions taken by the UK government and a perpetually challenging geopolitical environment have continued to negatively impact an already subdued real estate investment market.

Against this challenging backdrop we have focussed our attention on stabilising, by way of asset sales and debt reduction, the activities and cash flows of the Group whilst continuing to seek out opportunities to enable the further advancement of our mixed-use development site at TIQ.

Results summary

The Group incurred a loss in the year of £19.5 million substantially derived from a £17.5 million reduction in the property carrying values for TIQ. Net operational, administrative and debt financing costs amounted to £7.3 million (including depreciation charges of £1.8 million) as we continue the transition of our consented development plots at TIQ to income-producing assets. These losses were partly offset by combined net profits of £5.3 million realised from the sale of our landholdings at Holyhead Waterfront and Parc Cybi, both in Anglesey and the Virgin Active gym located at TIQ.

As set out above, the requirements of the Group's adopted accounting policies, as defined by the UK-adopted international accounting standards, do not allow for an uplift in value at 30 September 2025 of the Group's landholding at Rhosgoch above historical cost. Rather, the land is reported at its cost of £3.3 million compared to the net proceeds, received in November 2025 of £18.4 million. Were Rhosgoch to have been reported in these financial statements at its net sale price, the loss for the year, after adjusting for tax, would have reduced to £5.2 million and the net assets of the Group increased by £14.3 million to £55.9 million, equating to a 23.9p per share uplift.

The decline in values for both the developed and undeveloped plots at TIQ arose primarily from a current expectation of lower revenues and higher operating costs, than was previously envisaged. This has been highlighted in the year by the dampened returns currently being achieved from our Winfield Court student accommodation and 1 TIQ food, beverage and events venues, both in Nottingham. This negative sentiment has been further compounded by perpetually increasing construction costs, following an extended period of inflation, and the Chancellor's decision to substantially increase both the minimum wage and employer's national insurance contributions for an already stretched hospitality sector.

Whilst these write downs are unwelcome, such valuations tend to be volatile and highly sensitive to small changes in the underlying assumptions of key parameters, such as rental levels, net initial yields, construction costs, finance costs and void periods. As the economic situation improves and interest rates reduce, we would expect to see a rebound in values.

Winfield Court comprises 693-beds of high-quality student accommodation incorporating a gym, cinema room and sky lounge. For the current academic year, the number of students in occupation has increased to 559 (81% occupancy) compared with 371 (54% occupancy) for the previous year. Furthermore, the net operating income anticipated for the coming year has increased from £1.5 million to £2.7 million. Whilst these returns and occupancy rates are below our fully stabilised targets they have arisen from a combination of factors. These include the much-publicised measures, introduced in January 2024, to tighten the issue of student visas which has materially impacted the number of overseas students attending UK universities in the current year. Furthermore, competing local student accommodation providers, including the universities themselves, continue to offer unexpectedly competitive rental and incentives packages thereby restricting current rental growth.

However, the underlying fundamentals for purpose-built student accommodation remain relatively strong. Continuing healthy demand for higher education and expectations of future rental growth as a result of recent supply constraints, derived in Nottingham primarily from construction costs currently exceeding investment values, support the anticipated uplift in investment activity for this sector over the coming years. As such, we would anticipate a further increase in lettings and net operating income for the next academic year.

At 1 TIQ, in order to expand our food, beverage and events operations, target improved returns, and benefit from their extensive experience in the hospitality sector, we have entered into an initial ten-year management agreement with Rhubarb. The TUPE arrangements, to transfer the employment of the existing management team from the Group to Rhubarb, were completed on 31 August 2025 with full operational control granted to Rhubarb from 1 October 2025. Rhubarb will be remunerated by way of a revenue sharing arrangement, which as a replacement for the former management team, will be cost neutral in the short term. However, further cost savings are envisaged by way of the improved purchasing power of the Rhubarb procurement team. As a result of these arrangements, the Group's revenue, operational and administrative costs are expected to substantially reduce in the next financial year with future returns from 1 TIQ reported, with effect from 1 October 2025, by way of the Group's profit share entitlement as defined in the management agreement.

Following Rhubarb's appointment, arrangements are also being progressed for the further expansion of the current offering at 1 TIQ to incorporate both a roof top terrace and improved events provision. Furthermore, in order to drive revenue growth and mitigate the high operational costs at TIQ we are looking at options, including the possible use of the existing warehouses, to increase the capacity for our well attended events and would hope to have further news in that regard over the coming year.

Cash deposits and debt financing

The cash deposits of the Group have decreased in the year by £1.5 million to £3.2 million at 30 September 2025. The net proceeds generated from asset sales, which amounted to £13.3 million, have been utilised to reduce the borrowings from Barclays and ASK and fund the Group's operational and debt financing costs. In addition, the material cash injection, after the balance sheet date, from the sale of Rhosgoch has enabled a further reduction to the Group's borrowings and provided additional funding to maintain the future operational activities of the Group.

The Barclays development loan was restructured in March 2025 to extend the final repayment date to 23 December 2025 and enable the further stabilisation of our student accommodation development at Winfield Court. The revised terms included a reduction in the total facility from £47.5 million to £43.6 million, an increase in the loan to value ("LTV") covenant from 60 per cent to 62 per cent and a reduction in the interest rate margin from 3.25 per cent to 2.0 per cent, offset by the inclusion of a £0.5 million exit fee.

Moreover, on 19 December 2025, credit approval has been received from Barclays to further restructure the development loan to extend the final repayment date from 23 December 2025 to 23 December 2026. The revised terms also include the reduction of the total loan facility from £43.6 million to £38.8 million by way of a £3.9 million loan repayment and cancellation of the £0.9 million undrawn facility. In addition, the Group will provide 1 TIQ as additional security such that the loan to value covenant will be reduced to no more than 60%.

In September, the Group repaid £6.6 million of the £12 million loan provided by ASK following the sale of the Virgin Active gym. The remaining £5.4 million was repaid in November 2025 by way of part of the net proceeds received from the sale of Rhosgoch to leave the undeveloped land at TIQ unencumbered.

Dividend

The Board recommends that no dividend is declared in respect of the year ended 30 September 2025. More information on the Group's dividend policy can be found within the strategic report.

Share buy-back authority

The Board will seek to renew the buy-back authority of 14.99% of the issued share capital of the Company at the forthcoming AGM as we consider the buy-back authority to be a useful capital management tool and will continue to use it, as our cash flows allow, when we believe the stock market value differs too widely from our view of the intrinsic value of the Company.

Outlook

The outlook for UK commercial real estate in 2026 is cautiously positive with expectations of stabilization and modest recovery driven by falling inflation, recent cuts in interest rates, returning capital, supply constraints and rental growth.

Whilst the market remains challenging and uncertain, and our cash flows remain restrictive, improving investor confidence and the increasing demand for quality, sustainable assets should ensure that opportunities evolve to enable the realisation of improved returns from and further development progression at The Island Quarter over the coming years.

N J Hamway R T E Ware

Chairman Chief executive

Strategic report

The Group's strategic report provides a review of the business for the financial year, discusses the Group's financial position at the year end and explains the principal risks and uncertainties facing the business and how we manage those risks. We also outline the Group's strategy and business model.

Strategy and business model

The Conygar Investment Company PLC ("Conygar") is an AIM quoted property investment and development group dealing in UK property. Our strategy is to maximise, for the benefit of our shareholders, the returns from our property assets driven by the provision of high quality, sustainable and community enhancing developments.

The business operates two major strands, being property investment and property development, primarily at TIQ In order to enable the further advancement of TIQ we will look to either release capital by way of plot sales to third party operators or seek to  raise substantial amounts, either as debt or from joint ventures, to enable our pipeline of development projects and are continuing discussions in that regard.

Position of the Group at the year end

The Group net assets as at 30 September 2025 may be summarised as follows:

The adjusted results, provided in italics on the far right of the table above, reflects the actual results for the year, as presented in these financial statements, but revised to reflect the impact on the Group's NAV and pence per share were the Group's landholding at Rhosgoch reported instead at the net proceeds of £18.4 million received on 7 November 2025 compared with the historical cost valuation of £3.3 million as required at 30 September 2025, for this asset reported as inventory, to ensure compliance with the UK-adopted international accounting standards. With the applicable standard requiring the Group's trading and development properties to be reported at the lower of cost and net realisable value.

The Group's balance sheet comprises property assets and cash deposits totalling £96.3 million as at 30 September 2025, offset by borrowings and other liabilities of £54.4 million. Borrowings comprise a development loan from Barclays, secured against Winfield Court, which amounted to £42.7 million (net of prepaid finance costs) at the balance sheet date and £5.3 million (net of prepaid finance costs) from ASK secured against the remainder of TIQ.

The Barclays development loan enabled the Group to complete the development of Winfield Court, and its planned extension and restructuring after the balance sheet date, will allow for the further letting and stabilization of this asset over the coming academic year. The sale in the year of the Virgin Active gym enabled the part repayment of the ASK loan in September 2025 with the balance repaid in November 2025 by way of part of the proceeds received from the sale of Rhosgoch.

Key performance indicators

The key measures considered when monitoring progress towards the Board's objective of providing attractive shareholder returns include the headway made during the year on its development and investment property portfolio, the returns from and occupancy levels achieved at its operational properties, the movements in net asset value per share, levels of uncommitted cash and its monitoring of and performance against its ESG targets.

The chairman's and chief executive's statement provides a summary on the financial performance and progress made during the year on the Group's property assets, further details of which are set out in this strategic report. Matters considered by the audit committee and remuneration committee are set out in the corporate governance section of the annual report. The Board's approach and responsibilities in connection with environmental, social and governance matters are set out in the ESG section of the annual report. The other key performance measures are considered below.

Winfield Court, 1 TIQ and investment properties under construction

Winfield Court, 1 TIQ and the Group's investment properties under construction were valued by Knight Frank LLP, in their capacity as external valuers, as set out below:

As a result of a continuing competitive local lettings market, incorporating offers of heavily discounted rents and abnormally high incentives packages, compounded by a significant reduction in the number of international students attending UK universities, primarily a result of changes to the UK visa regime, the occupancy and net operating income achieved for the current academic year remains below that originally anticipated. This shortfall, in addition to inflation driven increases to operating costs, has led to a write down in the carrying value for Winfield Court as at 30 September 2025. However, given the high-quality offering from this development, the improving year on year occupancy rates and the continuing strong investor sentiment for student accommodation, we remain optimistic for its future prospects and are actively progressing early lettings for the next academic year.

1 TIQ, which has now been operational for just over three years, continues to be very well received by the local community, generating revenues in excess of £5 million per annum. However, the profitability achieved to date for that venue has been below our original expectations, compounded over the last financial year by a material uplift in employers national insurance contributions plus two further above inflation minimum wage increases. As such, the valuation for the current year has been reduced to reflect the current levels of returns.

However, we are increasingly optimistic that the appointment of Rhubarb to manage the food, beverage and events operations, not only at 1 TIQ but for the wider site, will continue to drive revenues whilst providing material cost savings by way of their increased purchasing power. Furthermore, the planned expansion and improvements to the current offering, including the targeted opening in the spring of a roof top terrace and the possible expansion of operations into the onsite warehouses will, we anticipate, significantly improve the future returns from this venue and the wider TIQ site.

With regards to the Group's undeveloped land at TIQ, the impact throughout 2025 of high construction and debt financing costs, subdued investor sentiment, minimal local rental growth and the lack of development progression across the wider site have resulted in a further reduction to the carrying value of this land during the year.

However, the recent cautious optimism for UK commercial real estate, falling inflation, our targeted expansion of the hospitality provision on the wider TIQ site and supply constraints from a reduction in development activity over recent years should ensure a marked improvement in both the values of and opportunities for this land over the coming years.

Development and trading properties

As set out above, the Company's land holding at Rhosgoch has been reported at 30 September 2025 at its historical cost of £3.3 million reflecting an uplift in the year of £0.8 million. However, the land was sold in November 2025, for net proceeds of £18.4 million, to a wholly owned subsidiary of Stena Line Ports (UK) Limited realising a further profit, to be recognised in the next financial year, of £15.1 million.

In September 2024, the Group settled a claim for unpaid rent due from one of its tenants whereby the arrears outstanding of £0.34m were settled by way of a transfer to the Company of a boatyard and surrounding land adjoining our formerly owned development site in Holyhead. The boatyard is operational, currently storing circa 120 boats, and generating gross annual rents, before operational costs, of approximately £200,000 per annum. As part of the settlement agreement, the Group has granted a 3-year lease of the boatyard, at a peppercorn rent, to the same tenant whereby the funds generated over the 3-year term will be utilised by the tenant in the removal and clean-up of previously damaged pontoons. On expiry of the lease, the Company will take occupation of and receive the full benefit of the future income generated from the boatyard.

In March 2025, the Group disposed of its development land and adjoining seabed at Holyhead Waterfront to Stena for gross proceeds of £6.25 million. As a result of planning delays, in addition to increased finance and construction costs, the value of Holyhead was fully written down at 30 September 2023. This has resulted in a profit of £6.2 million being realised in the current year.

The site occupied by the Virgin Active gym at TIQ was sold to Monoprop Limited in September 2025 for net proceeds, after sales fees and rental top up payments, of £6.5 million to realise a loss in the year of £1.0 million. The net proceeds were utilised to part repay the loan from ASK against which the property was secured.

The Group's land holding at Parc Cybi was sold to Stena in March 2025 for gross proceeds of £0.5 million to realise a profit in the year of £0.1 million.

Financial review

Net asset value

The net asset value decreased in the year by £19.5 million to £41.6 million at 30 September 2025 which equates to 70.2p per share (2024: 103.0p per share). The primary movements were a net £17.5 million write down in the carrying value of the Group's properties at TIQ, net operational and administrative costs of £7.3 million, including depreciation charges of £1.8 million and £5.5 million of debt financing costs, partly offset by £5.3 million of profits realised from the Group's development and trading properties.

Cash flow and financing

At 30 September 2025, the Group held cash deposits of £3.2 million. Borrowings comprised £42.7 million drawn from Barclays out of the £43.6 million development loan facility and £5.4 million from ASK. In addition, the Group had in issue 5 million ZDP shares of £1 each (2024: cash of £4.7 million, borrowings of £56.3 million and 5 million ZDP shares).

During the year, the Group generated £12.7 million from its operating activities, including £13.3 million of net proceeds from the sale of Holyhead Waterfront, Parc Cybi and the Virgin Active gym. The other primary cash outflows were £1.5 million incurred on the Group's development and investment properties, including settlement of the £0.9 million construction retention for Winfield Court, £4.5 million of debt financing fees and £8.2 million of net bank loan repayments following completion of the extension to the Barclays development loan in March 2025 and the part repayment of the ASK loan in September 2025. This has resulted in a net cash outflow for the year of £1.5 million.

Net income from operational property activities

This has been, and continues to be, a transitional period for the Group where, having sold, over a number of years, the vast majority of its rent-producing investment properties, to lock in, for the benefit of our shareholders, the significant returns generated from those assets, we have utilised those funds to progress the planning applications for, and construction of, both our owned and targeted development projects. As such, the rental income for the Group during the current and previous years has reduced from that historically achieved. However, with both 1 TIQ and Winfield Court now more established and fully operational, there has been a material uplift in rental and other income during the year.

Administrative expenses

The administrative expenses for the year were £5.3 million, including £1.8 million of depreciation for the Group's property, plant and equipment assets (2024: £4.6 million, including depreciation of £0.6 million.). Managing the increased development and operations teams, in particular at 1 TIQ, required an increase in the Group's overheads. However, following the transfer of operations for 1 TIQ to Rhubarb, the administrative costs for the Group will substantially reduce in the next financial year. Furthermore, the Board continues to closely monitor these costs and have put into place arrangements for their continued reduction. 

Taxation

There is no current tax charge for either the current or prior years as the Group has been loss making throughout that period.

Deferred tax, when applicable, is calculated at a rate of 25%, being the rate that has been enacted or substantively enacted by the balance sheet date and which is expected to apply when tax liabilities, resulting from unrealised chargeable gains arising on revaluation of the Group's investment properties, are projected to be settled. Following the reduction in values for the TIQ property assets no deferred tax provisions are currently required.

Capital management

Capital risk management

The Board's primary objective when managing capital is to preserve the Group's ability to continue as a going concern, in order to safeguard its equity and provide returns for shareholders and benefits for other stakeholders, whilst maintaining an optimal capital structure to reduce the cost of capital.

While the Group does not have a formally approved gearing ratio, the objective above is actively managed through the direct linkage of borrowings to specific property. The Group seeks, whenever possible, to ensure that secured borrowing stays within agreed covenants with external lenders.

Treasury policies

The objective of the Group's treasury policies is to manage the Group's financial risk, to secure as required the most cost-effective available funding for the Group's operations and to minimise, for those matters it can control, the adverse effects of fluctuations in the financial markets on the value of the Group's financial assets and liabilities, reported profitability and cash flows.

The Group finances its activities with a combination of bank loans, ZDP shares, cash and short-term deposits. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group's operations. The Group may also enter into derivative transactions to manage its interest rate exposure. The main risks associated with the Group's financial assets and liabilities are set out below, together with the policies currently applied by the Board for their management.

The management of cash is monitored weekly with summary cash statements produced on a monthly basis and discussed regularly in management and board meetings. The approach is to provide sufficient liquidity to meet the requirements of the business, and to fund potential developments and acquisitions, with any surplus funds invested appropriately. At any point in time, at least half of the Group's cash is held on instant access or short-term deposit of less than 30 days.

Dividend policy

The Board recommends that no dividend is paid in respect of the year ended 30 September 2025 (2024: £nil).

The dividend policy is consistent with the overall strategy of the business: namely to maximise returns from the sale or development of our property assets.

The Board will continue to review the dividend policy each year. However, our primary target is, and will continue to be where the real estate market allows, the growth in net asset value per share.

Principal risks and uncertainties

Managing risk is an integral element of the Group's management activities and a considerable amount of time is spent assessing and managing risks to the business. Responsibility for risk management rests with the Board, with external advisers used where necessary.

Strategic risks

Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy that could threaten the future performance, solvency or liquidity of the Group. By definition, strategic risks tend to be longer term than most other risks and, as has been amply demonstrated in the last few years, the economic and wider environment can alter quickly and significantly. Strategic risks identified include global or national events, regulatory and legal changes, market or sector changes and key staff retention. All of which could impact the progression of and returns from our property portfolio.

The Board continually monitors and discusses the potential impact that changes to the environment in which we operate can have upon the Group. We are confident we have sufficiently high-calibre directors and managers to manage strategic risks.

Operational risks

Operational risks are essentially those risks that might arise from inadequate internal systems, processes, resources or incorrect decision making. Clearly, it is not possible to eliminate operational risk. However, by ensuring we have the right calibre of staff and external support in place, we look to minimise such risks, as most operational risks arise from people-related issues. Our executive directors are very closely involved in the day-to-day running of the business to ensure sound management judgement is applied.

Market risks

Market risks primarily arise from the possibility that the Group is exposed to fluctuations in the values of, or income from, its cash deposits and other financial instruments along with its properties and development projects. This is a key risk to the principal activities of the Group and the exposures are continuously monitored through timely financial and management reporting and analysis of available market intelligence. Where necessary, management takes appropriate action to mitigate any adverse impact arising from identified risks.

The Group is not currently party to any derivative transactions to fix the interest rate payable in connection with its loans from Barclays and ASK. This is due to the short-term nature of these loans in addition to the high entry fees which have been payable in connection with such products over recent years.

Furthermore, given the current economic outlook and reducing inflation, the Bank of England base rate is projected to reduce during the next financial year which will help to mitigate interest rate risk in the short term.

As a result of the reduction in value of Winfield Court, the loan to value ("LTV") cover, as required by the Barclays development loan is in excess of the covenant set out in the facility agreement. However, as at the date of signing these financial statements, credit approval has been received from Barclays for terms to restructure the loan and subject to completion of that restructuring, rectify the LTV cover. As at the date of signing these financial statements, the Group remains compliant with all of its other debt covenants.

The measures, introduced in January 2024, to tighten the issue of student visas has materially impacted the number of overseas students attending UK universities in the current year such that lettings to date for Winfield Court are below those originally anticipated. However, the Board is working closely with its managing agent and other local and international agents to try and mitigate the impact from these measures over the medium term.

Estimation and judgement risks

To be able to prepare accounts according to generally accepted accounting principles, management must make estimates and assumptions that affect the asset and liability items and revenue and expense amounts recorded in the accounts. These estimates are based on historical experience and various other assumptions that management and the Board believe are reasonable under the circumstances. The results of these considerations form the basis for making judgements about the carrying value of assets and liabilities that are not readily available from other sources.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the following:

Investment properties and properties held under the revaluation model

The fair values of investment properties and owner-occupied properties held under the revaluation model are based upon open market value and calculated using a third-party valuation provided by an appropriately qualified external valuer. In preparing their valuation, Knight Frank have utilised market and site-specific data, their own extensive knowledge of the real estate sector, professional judgement and other market observations as well as information provided by the Company's executive directors. Inevitably in a complex model like this, variations in assumptions can lead to widely differing values.

Development properties

The net realisable value of properties held for development or sale requires an assessment of the value for the underlying assets using property appraisal techniques and other valuation methods including a review of other market comparables. Such estimates, which consider location, planning status, market demand, construction costs and anticipated profit margins are inherently subjective with actual values only confirmed by way of sales transactions.

Financial assets and liabilities

The interest rate profile of the Group's cash deposits at the balance sheet date was as follows:

The Group's floating rate financial assets comprise cash, short-term performance bonds and other secured deposits held with banks whose credit ratings are acceptable to the Board. The interest rate profile of the Group's bank borrowings is set out in note 19.

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The Group's principal financial assets include its financial interest in property assets, cash deposits and trade and other receivables. The carrying amount of financial assets recorded in the financial statements represents the Group's maximum exposure to credit risk without taking account of the value of any collateral obtained.

In the event of default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs.

The Directors continually monitor tenant arrears in order to anticipate, and minimise the impact of, defaults by occupational tenants and if necessary, where circumstances allow, will apply rigorous credit control procedures to facilitate the recovery of trade receivables.

Under IFRS 9, the Group is required to provide for any expected credit losses arising from trade receivables. For all assured shorthold tenancies, credit checks are performed prior to acceptance of the tenant. Regulated tenants are incentivised through the benefit of their tenancy agreement to avoid default on their rent and rent deposits are held where applicable.

The Directors have provided for rental and other arrears due from various tenants which amounts to £244,000 at 30 September 2025 (2024: £5,000). Approximately £36,000 of which has been received at the date of signing these financial statements with the balance remaining outstanding. The impaired receivables are based on a review of expected credit losses. Impaired receivables and receivables not considered to be impaired are not material to the financial statements and, therefore, no further analysis is provided.

The credit risk on cash deposits is managed through the Company's policies of monitoring counterparty exposure and the use of counterparties of good financial standing. At 30 September 2025, the credit exposure from cash held with banks was £3.2 million which represents 7.7% of the Group's net assets. All cash deposits at the balance sheet date are placed with banks, whose credit ratings are acceptable to the Board. Should the credit quality or the financial position of the banks currently utilised significantly deteriorate, unsecured cash deposits would be moved to alternative banks.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet its foreseeable needs. The cash deposits of the Group amounted to £3.2 million at 30 September 2025, boosted in November 2025 by the net proceeds received from the sale of Rhosgoch. Furthermore, the Board will look to boost these deposits in the coming year by way of property leasing, asset sales, third party investment or other equity issues.

Section 172 statement

Directors' duty to promote the success of the Company under Section 172 Companies Act 2006

The strategic report is required to include a statement that describes how the directors have had regard to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 when performing their duty under section 172. Some of the matters identified in Section 172(1) are already covered by similar provisions in the QCA Code and have thus been previously reported by the Company in the corporate governance statement, the corporate governance report and the QCA statement of compliance on our website. In order to avoid unnecessary duplication, the relevant parts of those documents are identified below and are to be treated as expressly incorporated by reference into this strategic report. Under section 172 (1) of the Companies Act 2006, each individual director must act in the way he considers, in good faith, would be the most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to six matters detailed in the section. In discharging their duties, the directors seek to promote the success of Conygar for the benefit of members as a whole and have regard to all the matters set out in Section 172(1), where applicable and relevant to the business, taking account of its size and structure and the nature and scale of its activities in the commercial property market. The following paragraphs address each of the six matters in Section 172(1) (a) to (f).

(a) The likely consequences of any decision in the long term: The commercial property market is cyclical by nature. Investing in commercial property is a long-term business. The decisions taken must have regard to long-term consequences in terms of success or failure and managing risks and uncertainties. The directors cannot expect that every decision they take will prove, with the benefit of hindsight, to be the best one - external factors may affect the market and thus change conditions in the future, after a decision has been taken. However, the Group's investment decisions are undertaken by a Board with a wide range of experience, over many years, in both the property and finance sectors.

(b) The interests of the Company's and Group's employees: The Company has five full-time employees, including the chief executive, two property directors and the finance director. These executive directors sit on the Board with the non-executive directors. Up until the transfer of the employment for the 1 TIQ team to Rhubarb on 31 August 2025, the Group also managed a workforce to support its operations at TIQ, all of which were employed by a wholly-owned group company. The commitment of the Board to its employees is set out in the ESG section of the annual report.

(c) The need to foster the Company's business relationships with suppliers, customers and others: The directors have regularly reported in the Company's annual reports on the constructive relationships that Conygar seeks to build with its tenants and the mutual benefits that this brings to both parties; and this reporting has been extended over the past two years following Principle 4 of the QCA Code to include suppliers and others. This is therefore addressed under Principle 4 in the QCA compliance statement. In recent years, it has been vital to foster our business relationships with tenants given external factors, such as political and economic uncertainty.

(d) The impact of the Company's operations on the community and the environment: This is also addressed under Principle 4 of the QCA Code in the QCA compliance statement. Due to its size and structure and the nature and scale of its activities, the Board considers that the impact of Conygar's operations as a landlord on the community and the environment is low. With the exception of 1 TIQ and Winfield Court, Conygar's assets are used by its tenants for their own operations rather than by Conygar itself. In the past year, the Company has not been made aware of any tenant operations that have had a significant impact on the community or the environment. In relation to 1 TIQ and Winfield Court, as well as ongoing and future planned developments, Conygar seeks to ensure that designs and construction comply with all relevant environmental standards and with local planning requirements and building regulations so as not to adversely affect the community or the environment. As the Group's owner occupied and managed properties continue to expand, the Board will continue to monitor its potential increased impact on the community and the environment. Further details of this are set out in the ESG section of the annual report.

(e) The desirability of the Company maintaining a reputation for high standards of business conduct: This is addressed under Principles 6 to 8 of the QCA Code in the corporate governance statement and in the QCA compliance statement. The Board considers that maintaining Conygar's reputation for high standards of business conduct is not just desirable - it is a valuable asset in the competitive commercial property market.

(f) The need to act fairly as between members of the Company: The Company has only one class of Ordinary shares, thus those shareholders have equal rights and, regardless of the size of their holding, every shareholder is, and always has been, treated equally and fairly. Relations with shareholders are further addressed under Principles 3 and 10 of the QCA Code in the corporate governance report and the QCA compliance statement. We have been reviewing how we communicate with shareholders and are encouraging shareholders to adopt electronic communications and proxy voting in place of paper documents where this suits them, as well as to raise questions in writing if they are unable to attend AGMs.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 September 2025

All of the activities of the Group are classed as continuing.

CONSOLIDATED Statement of Changes in Equity

for the year ended 30 September 2025

CONSOLIDATED BALANCE SHEET

at 30 September 2025

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30 September 2025

NOTES TO THE ACCOUNTS

for the year ended 30 September 2025

1. The financial information set out in this announcement is abridged and does not constitute statutory accounts for the year ended 30 September 2025 but is derived from the financial statements. The auditors have reported on the statutory accounts for the year ended 30 September 2025, their report was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006, and these will be delivered to the registrar of companies following the Company's annual general meeting. The financial information has been prepared using the recognition and measurement principle of IFRS.

2. The comparative financial information for the year ended 30 September 2024 was derived from information extracted from the annual report and accounts for that period, which was prepared under IFRS and which has been filed with the UK registrar of companies. The auditors have reported on those accounts, their report was unqualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

3. Operating LOSS

4. PARTICULARS OF EMPLOYEES

The weighted average monthly number of persons, including executive directors, employed by the Group during the year was 120 (2024: 119) of which, 116 (2024: 113) were employed to operate and manage the restaurant and events venue at 1 TIQ. As set out in the chairman's and chief executives report, following the completion of the TUPE process on 1 September 2025, the employment of the 1 TIQ staff was transferred on that date from a group undertaking to Rhubarb.

5. DIRECTORS' EMOLUMENTS

The Board, being the key management personnel, comprises the only persons having authority and responsibility for planning, directing and controlling the activities of the Group.

6. FINANCE COSTS AND FINANCE INCOME

Finance costs that were directly attributable to the construction of Winfield Court or incurred to advance future phases at TIQ, comprising bank loan interest, commitment fees, management fees, monitoring fees and amortised loan arrangement fees, were capitalised in the prior year into investment properties under construction. Finance costs, which for the current year are all attributable to the operational activities of the Group and income generating assets including Winfield Court and prior to its sale the Virgin Active gym, are charged to the income statement.

7. LEASES

Group as lessor:

The Group receives income from investment properties and existing tenants located at several development sites. At 30 September 2025, the minimum lease payments receivable under non-cancellable operating leases were as follows:

The amounts above represent total rental income up to the next tenant only break date for each lease.

The reduction during the year of total minimum lease payments has resulted from the sale of the Virgin Active gym and Holyhead Waterfront.

Group as lessee:

IFRS 16 requires lessees to record all leases on the balance sheet as liabilities, along with an asset reflecting the right of use of the asset over the lease term, so long as they are not for a low value or less than 12 months whereby the lease could be recognised as an expense on a straight-line basis over the lease term.

The Group is party to an 18-month lease for office premises with rent payable at £66,180 per annum. The lease, which expires on 30 September 2026, is of such a short term that the rent has been recognised as an expense in the statement of comprehensive income on a straight-line basis.

8. TAX

9. DIVIDENDS

No dividend will be paid in respect of the year ended 30 September 2025 (2024: nil). 

10. LOSS PER SHARE

Loss per share is calculated as the loss attributable to ordinary shareholders of the Company for the year of £19,548,000 (2024: loss of £33,669,000) divided by the weighted average number of shares in issue throughout each year of 59,638,588. There are no diluting amounts in either the current or prior years.

11. PROPERTY, PLANT AND EQUIPMENT

Property

Land and buildings are stated, at each balance sheet date, at the revalued amounts less any depreciation or impairment losses subsequently accumulated. Land is not depreciated. Depreciation on revalued buildings is recognised using the straight-line basis and results in the carrying amount, less the residual value, being expensed in profit or loss over the estimated useful lives of 50 years.

As at 30 September 2025, Winfield Court and 1 TIQ were valued by Knight Frank LLP in their capacity as external valuer. The valuations were prepared on a fixed fee basis, independent of the property value and undertaken in accordance with RICS Valuation - Global Standards on the basis of fair value, supported by reference to market evidence of transaction prices for similar properties. They assume a willing buyer and a willing seller in an arm's length transaction and reflect usual deductions in respect of purchaser's costs and SDLT as applicable at the valuation date. The independent valuer made various assumptions including future rental income, operational costs and the appropriate discount rate or yield. As such, the fair values have been classified in all periods as Level 3 in the fair value hierarchy. Further details of the valuation methodology are set out in note 12.

As at 30 September 2024, the Group's then operational student accommodation at Winfield Court was reclassified, at fair value, from an investment property under construction to property, plant and equipment. The fair value on reclassification was derived from the 30 September 2024 valuation, as provided by Knight Frank LLP.

The Group's revenue for the year includes £2,921,000 derived from property leased out under operating leases (2024: £150,000).

Plant and equipment

During the current and prior years, the Group acquired plant, machinery and office equipment required to both operate TIQ and provide gym equipment for Winfield Court.

Depreciation is recognised to write off the cost of these assets, over their estimated useful economic lives, using the straight-line method at 25% per annum.

12. INVESTMENT PROPERTIES UNDER CONSTRUCTION

Freehold land and buildings

Investment properties under construction comprise freehold land and buildings at TIQ held for current or future development as investment properties and reported in the balance sheet at fair value.

Valuations of the Group's investment properties under construction are inherently subjective as they are based on assumptions which may not prove to be accurate and which, as a result, are subject to material uncertainty. This is particularly true for TIQ given its scale, lack of comparable evidence and the early-stage position of this substantial development. As such, relatively small changes to the underlying assumptions of key parameters, such as rental levels, net initial yields, construction costs, finance costs and void periods can have a significant impact both positively and negatively on the resulting valuation, as has been evidenced in the current and prior years.

In preparing their valuation, Knight Frank have utilised market and site-specific data, their own extensive knowledge of the real estate sector, professional judgement and other market observations as well as information provided by the Company's executive directors. The resulting models and assumptions therein have also been reviewed for overall reasonableness by the Conygar Board. Inevitably in a complex model like this, and as noted above, variations in assumptions can lead to widely differing values.

The valuation was prepared on a fixed fee basis, independent of the property value and undertaken in accordance with RICS Valuation - Global Standards on the basis of fair value, supported by reference to market evidence of transaction prices for similar properties. It assumes a willing buyer and a willing seller in an arm's length transaction and reflects usual deductions in respect of purchaser's costs and SDLT as applicable at the valuation date. The independent valuer makes various assumptions including future rental income, anticipated void costs and the appropriate discount rate or yield.

The fair values for TIQ have been determined using an income capitalisation technique whereby contracted rent and market rental values are capitalised with a market capitalisation rate. This technique is consistent with the principles in IFRS 13 and uses significant unobservable inputs, such that the fair values have been classified in all periods as Level 3 in the fair value hierarchy as defined in IFRS 13. For TIQ, the key unobservable inputs are the net initial yields, construction costs, rental income rates, construction financing costs and expiry void periods. Net initial yields have been estimated for the individual units at between 4.6% and 7.0%. and debt financing rates, including arrangement fees, estimated to average 6.5% over the construction period. Principal sensitivities of measurement to variations in the significant unobservable outputs are that decreases in net initial yields, construction costs, financing costs and void periods will increase the fair value whereas reductions to rental income rates would decrease the fair value.

As at 30 September 2024, the then operational, student accommodation at Winfield Court was reclassified, at fair value, from an investment property under construction to property, plant and equipment. The fair value on reclassification was derived from the 30 September 2024 valuation, as provided by Knight Frank LLP.

On 16 May 2024, a wholly owned subsidiary of the Company granted a 999-year lease of the site occupied by the Virgin Active gym at TIQ to another wholly owned subsidiary at a premium of £1.2 million, being the market value at the time of transfer. As the lease covered a major part of the building's anticipated economic life, and the present value of the residual interest was insignificant, the lease was treated as a finance lease. As such, the previously anticipated investment property was reported as disposed of at its carrying value of £1.2 million and reclassified, in the prior year financial statements, as a trading property being marketed for sale.

The historical cost of the Group's investment properties under construction as at 30 September 2025 was £43,385,000 (2024: £43,227,000). The Group's revenue for the year includes £42,000 derived from investment properties under construction leased out under operating leases (2024: £78,000).

13. INVESTMENT IN SUBSIDIARY UNDERTAKINGS

Listed below are the subsidiary undertakings of the Group as at 30 September 2025.

14. DEVELOPMENT AND TRADING PROPERTIES

1. On 16 May 2024, a wholly owned subsidiary of the Company acquired the long-leasehold interest of the site occupied by Virgin Active gym, located at TIQ, for £6.3 million including fees and taxes. The freehold of the site was already owned by the Group, with the leasehold purchased from Wood Pension fund.

On 10 September 2024, the Group settled a claim for unpaid rent due from one of its tenants whereby the arrears outstanding of £0.33m were settled by way of a transfer to the Company of a boatyard and surrounding land adjoining Holyhead Waterfront. The boatyard is operational, currently storing circa 120 boats, and generating gross rents, before operational costs, of approximately £200,000 per annum. As part of the settlement agreement, the Group has granted a 3 year lease of the boatyard, at a peppercorn rent, to the same tenant whereby the funds generated over that 3 year period will be utilised by the tenant in the repair of previously damaged pontoons. On expiry of the 3 year lease, the Company will take occupation of and receive the full benefit of the income generated from the boatyard.

2. The development site at Holyhead Waterfront, which was fully written down in 2023, was sold in March 2025 for gross proceeds of £6.25 million.

The development site at Parc Cybi, which was reported at its historic cost of £0.38 million, was sold in March 2025 for gross proceeds of £0.5 million.

The Virgin Active gym, located at TIQ, which was reported at its historic cost of £7.50 million, was sold in September 2025 for gross proceeds of £6.75 million. The net proceeds received from the sale were utilised in part repayment of the ASK loan.

3. Development and trading properties are reported in the balance sheet at the lower of cost and net realisable value. The net realisable value of properties held for development requires an assessment of the underlying assets using property appraisal techniques and other valuation methods. Such estimates are inherently subjective as they are made on assumptions which may not prove to be accurate, and which can only be determined in a sales transaction.

Included within development and trading properties as at 30 September 2025 is the Group's development land at Rhosgoch reported at its cost of £3.3 million (2024: net realisable value of £2.5 million). At the balance sheet date, the Company was progressing discussions for the sale of Rhosgoch which subsequently completed on 7 November 2025 for net proceeds of £18.4 million. In line with IAS 2, the Group has written back a prior year impairment of £0.8m in the current year financial statements, to reflect the historical cost of the land, and will recognise a further profit of £15.1 million in the next financial year.

The Group's revenue for the year includes £129,000 derived from development and trading properties leased out under operating leases (2024: £321,000).

15. INVENTORIES

The inventories owned by the Group on 1 September 2025 were sold to Rhubarb following the transfer to them of the operational activities for 1 TIQ. Inventories recognised as an expense up to the date of transfer were £1,414,000 (2024: £1,463,000).

16. TRADE AND OTHER RECEIVABLES

Trade and other receivables are measured on initial recognition at fair value, and subsequently measured at amortised cost using the effective interest rate method, less any impairment. Impairment is calculated using an expected credit loss model.

Trade receivables, as at 30 September 2025, includes £3.3 million (at 30 September 2024: £2.4 million) of rent charged annually in advance, to the tenants at Winfield Court, to be collected by 4 instalments over the current academic year.

17. TRADE AND OTHER PAYABLES

Trade and other payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest rate method. 

Deferred income, as at 30 September 2025, includes £4.3 million of deferred rent (at 30 September 2024: £3.1 million), charged annually in advance to the tenants at Winfield Court, to be collected by 4 instalments over the current academic year.

18. PROVISION FOR LIABILITIES AND CHARGES

The Group was party to a services agreement in connection with TIQ. The date for calculation of any fee payable under this agreement was extended until 30 June 2025. However, the reduction in value of the Group's property assets resulted in no amount being payable and there has been no further extension to the calculation date. As a result, no provisions are reported for the Group or Company in either the current or prior years.

19. BORROWINGS

Barclays

ASK

Total borrowings

On 23 March 2025, the development loan provided by Barclays was restructured to extend the final repayment date of the loan from 23 March 2025 to 23 December 2025. This enabled the further letting and stabilisation of Winfield Court, provided as security for the loan.

In addition, the total facility amount was reduced from £47.5 million to £43.6 million, the loan to value ("LTV") covenant increased from 60 per cent to 62 per cent and the interest rate margin payable on the loan reduced from 3.25 per cent to 2.0 per cent to be offset by the inclusion of a £0.5 million exit fee.

As a result of the reduction in value of Winfield Court, the loan to value ("LTV") cover, as required by the Barclays development loan, is higher than the covenant set out in the facility agreement. However, as at the date of signing these financial statements, credit approval has been received from Barclays for terms to restructure the loan and subject to completion of that restructuring, rectify the LTV cover. As at the date of signing these financial statements, the Group remains compliant with all other debt covenants.

The terms of the loan restructuring enable the extension of the final repayment date from 23 December 2025 to 23 December 2026, the inclusion of 1 TIQ as further security, such that the loan to value covenant can be reduced to no more than 60%, and a £3.8 million part repayment. The interest rate payable on the loan will remain at SONIA plus a margin of 2.0%. However, the benefit of the reduced margin received over the past year and for the further extended year will be offset by way of the inclusion of a £0.75m exit fee to be settled on repayment of the loan.

The Company has provided cost overrun and interest shortfall guarantees of up to £5 million in connection with the development facility. A capital guarantee is also in place which could increase the guarantee by £2.5 million if certain covenants are not met or the development facility is not repaid when due.

On 16 November 2023, the Group entered into a £12 million loan facility with ASK. The loan was for an initial term of two years with interest paid at the Bank of England base rate plus a margin of 5.9 per cent. The funds were utilised primarily to progress TIQ, including the acquisition in May 2024 of the long-leasehold interest in the Virgin Active gym.

In September 2025, £6.6 million of the ASK loan was repaid by way of the net proceeds received from the sale of the Virgin Active gym. The balance of £5.4 million was subsequently repaid, in November 2025, by way of part of the net proceeds received from the sale of Rhosgoch.

Reconciliation of liabilities to cash flows from financing activities

20. ZDP SHARES

On 3 October 2023, the Group placed 5 million ZDP shares, at a price of £1.00 per ZDP share (the "issue price"). The ZDP shares have a life of five years and a final capital entitlement of 153.86 pence per ZDP share payable on 4 October 2028 (the "ZDP repayment date"), equivalent to a gross redemption yield of 9.0 per cent. per annum on the issue price.

The accrued capital entitlement of each ZDP share was 118.73p as at 30 September 2025 (108.93p at 30 September 2024).

The ZDP shares were admitted to the Official List of The International Stock Exchange on 4 October 2023. The ISIN number of the ZDP Shares is GB00BMGBHD21 and the SEDOL code is BMH6RG9.

The fair value of the ZDP shares at 30 September 2025, based on the quoted bid price at that date, was £5,695,000 (at 30 September 2024: £5,155,000).

The ZDP shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. 

As at 30 September 2025, the cover test covenant, which requires 2 times cover for the ZDP shares in issue at each calculation date, provided cover of 1.72 times. As such, if the Group intends, after the date of signing these financial statements, to drawdown further amounts from bank loan facilities, and the cover was expected to have remained below 2 times, a special resolution would need to be passed by the ZDP shareholders to enable those future drawdowns. However, as reported above, the cover ratio has increased after the balance sheet date following the realisation of a £15.1 million profit from the sale of Rhosgoch in November 2025.

21. SHARE CAPITAL

22. CAPITAL COMMITMENTS

As at 30 September 2025, the Group had contracted capital commitments, not provided for in the financial statements, of £926,000 (2024: £1,877,000) in connection with the section 106 contribution payable in relation to Winfield Court.

23. RELATED PARTY TRANSACTIONS

On 27 September 2023, The Company entered into a subscription and shareholders' agreement, with Conygar Bristol Limited and Urban & City Limited, which sets out the commercial terms and profit-sharing arrangements in connection with the possible acquisition, redevelopment and sale of the land at St Philips Marsh. The agreement included a requirement to pay an introductory fee of £400,000, settled in October 2023, to Lavignac Securities Limited for it having introduced this opportunity. Mr G S Miller-Cheevers, who is a director of Conygar Bristol Limited, owns the entire issued share capital and is the sole director of both Urban & City Limited and Lavignac Securities Limited.

During the prior year Lavignac Securities Limited also charged £168,333 of fees to the Group, in connection with services provided to progress TIQ and Bristol, of which £15,000 was included within accruals as at 30 September 2024 and paid in November 2024.

24. FINANCIAL INSTRUMENTS

The following tables set out the Group's financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities, based on the earliest date on which the Group can be required to pay.

Financial assets - due within one year

Trade receivables, as at 30 September 2025, includes £3.3 million (at 30 September 2024: £2.4 million) of rent charged annually in advance, to the tenants at Winfield Court, to be collected by 4 instalments over the current academic year.

Financial liabilities: