The directors present the strategic report for the year ended 31 January 2025.

Marketglen Limited is the operator of the Lake Vyrnwy Hotel and Spa, a four-star independent Hotel located in the beautiful Vyrnwy Valley in Wales. The Hotel offers full-service facilities in 52 rooms together with fine lunching and dining adapted to modern tastes in its Tower Restaurant together with a comfortable but separate lake view Tavern, offering a range of beverages and snacks and with the benefit of a stunning lake view terrace.

A luxurious Spa offers guests the opportunity to relax in comfort while enjoying one of Wales and the UK's most iconic views. The Hotel can also arrange a diverse range of local activities for guests in the surrounding area while importantly providing a welcoming place for them to return to over their stay or in many cases over a future stay.

Conference and banqueting facilities offer opportunities for mid-week corporate orientated trade and are also designed to provide flexible and private venues for weddings and private parties from the locality and further afield.

The Board regards the Hotel's marketing and promotion in a crowded marketplace as a key strength taking advantage of its unmatched location and range of services on offer. There are also a number of sympathetic but ambitious development options that have been under consideration for some years which may add value.

During the financial year under review, the business has managed to consistently better industry expectations and maintain occupancies in the high 70%’s and 80%’s, whilst maintaining strong average achieved room rates. Whilst some inflationary pressures continued, work to improve the operational GP, especially through remodelling and overhaul of systems within the kitchen has resulted in an increase of GP to 82%.

An above-inflation national living wage increase put pressure on operational wage costs, although the business was able to partially mitigate the impact by redevelopment of more cost-effective product and has developed a range of tactical selling initiatives along with the further use of rates management techniques to improve transactional rate.

Renegotiation of utility prices and investment in contemporary heating technology has helped improve utility costs with the further fixing of rates bringing stability going forward.

The result was a £140,720 Profit before tax and exchange adjustments on dollar loans from its shareholders, compared with a loss of £36,616 last year. This represents a significant improvement in results over the past few years.

Continued conflicts in Ukraine, wider global unrest and the challenges presented by the political picture in the U.S. continue to create a measure of global uncertainty. Whilst these have impacted the hotel business in general and were they to become more profound, there is a potential for further impact on the business, but management are confident further efficiencies can mitigate these factors as in past years.

Staff recruitment and training form a major part of the management effort as staff engagement with guests is so central to a high-quality stay for many people. Whilst some recruitment challenges remain, they have significantly eased over recent years and continued to be managed, and the staff accommodation infrastructure provides an advantage over many industry competitors.

The Hotel is very conscious of the need to constantly improve and enhance its offering to guests who are more aware than ever before of the alternatives offered by competing businesses.

Improving the guest experience is central to the strategic management of the business which is regularly and formally discussed and actioned if improvement is needed by both staff and managers whose views are very carefully considered by the Board. Investment in developing IT and other business generation techniques continue to bring returns.

Future developments

The Hotel’s beautiful and unique setting and the wider local area jointly offer a huge number of opportunities to both widen and enhance the visitor experience. There is ready space within the Hotel’s site which with appropriate consents could offer expansion of room numbers and linked facilities.

The Hotel regards both turnover and gross margin after wage costs as key performance indicators, these were as follows in the years ended 31st January:

2024 2023

Sales (£'000s) £4,342     £4,272

GM (£'000s) £1,853     £1,802

GM% 42.68% 42.17%

In 2024/25 turnover grew by 2% maintaining the initiative of previous years. A stable average room rate and continued strong occupancies, allied to strong control of costs of sale and the easing and renegotiation of key costs resulted in an EBITDA of £276,412 (2024: £98,506). EBITDA represents earnings before interest, tax, depreciation and amortisiation.

The exceptional year-round occupancy of over 80% underpins the continued popularity of the Hotel giving comfort for the future.

Renegotiation of key overheads and costs, the lowering of inflationary pressure through early 2025/​26 with the expected lowering of interest rates, assisted by a range of operational adjustments to improve margin especially in the F&B department, will further assist the journey to continued profitability.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2025.

The principal activity of the company and group continued to be that of a hotel with sporting facilities and spa.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect review of business, principal risks and uncertainties and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Marketglen Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 2025 and of the group's profit 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, and instances of non-compliance with laws and regulations

We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including; the Companies Act 2006, UK tax legislation, Food Safety and Health and Safety regulations. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management for their awareness of non-compliance, reviewing their board minutes and incident reports covering the financial year and post year end.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

We did not identify any issues relating to irregularities, including fraud.

As in all our audits, we also addressed the risk of management override of internal controls, including testing the appropriateness of journal entries, reviewing the judgments involved with accounting estimates, performed analytical procedures to identify any unusual or unexpected relationships and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

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 £88,157 (2024 - £18,362 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Marketglen Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Lake Vyrnwy Hotel, Llanwddyn, Oswestry, Shropshire, SY10 0LY.

The group consists of Marketglen Limited and all of its subsidiaries.

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.

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. 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 Marketglen 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 2025. 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of the goods have passed to the guest (usually on delivery of food and beverages), the amount of revenue can be measured reliably being the price the items are purchased and it is probable that the economic benefits associated with the transaction will flow to the entity.

Revenue from the sale of goods is recognised when the significant risks and rewards of the goods have passed to the guest (usually on delivery of food and beverages), the amount of revenue can be measured reliably being the price the items are purchased and it is probable that the economic benefits associated with the transaction will flow to the entity.

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

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.

The leasehold property consists of the hotel premises which undergoes a continual maintenance program which the directors believe maintains the property in such a state that the residual value is at least equal to their net book value. As a result, the corresponding depreciation would not be material and therefore is not charged in the profit and loss account. The directors perform annual impairment reviews to ensure that the carrying value is not higher than the recoverable amount.

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.

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

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.

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 costs of short-term employee benefits are recognised as a liability and an expense.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 January 2025 are as follows:

The overdraft and loans are secured by fixed charges over the property and land of the Lake Vyrnwy Hotel, which is owned by Wayfarer Limited - a company controlled by G B Trustees Limited as a trustee of the Byfleet Trust.

There is a limited guaranteed provided by Secretary of State for the Department for Business, Energy and Industrial Strategy.

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

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The ordinary shares have attached to them a right to vote, a right to participate in dividends and the right to participate in a distribution on a wind up. They do not confer any rights of redemption.

The preference shares are redeemable by the company at par on 31 January 1995. Redeemable preference shareholders have the right to participate in a distribution on a wind up in priority to those paid up on ordinary shares. They have the right to attend and vote at general meeting of the company only in one of the following events:

a) if any resolution for winding up shall be proposed and then only on such resolution or;

b) if the redemption date has passed without full redemption of the shares at the time

Redeemable preference shares can be converted to ordinary shares at any time at the option of the preference shares.

Included within the Profit and Loss Reserve is a Revaluation Reserve of £649,814 (2024 :£649,814)

During the year, the company made purchases of £2,434 (2024: £1,019) for building materials from PC Building Supplies Limited, a related party. At the year end, the balance owing to PC Building Supplies Limited amounted to £17 (2024: £20), These transactions were made on normal commercial terms and in the ordinary course of business.

The company purchased wine glasses amount to £190 on behalf of one of the directors. At the year end, the balance owed by the director to the company amounted to £190 (2024: £nil). The transaction was made on normal commercial terms and in the ordinary course of business.

The following amounts were outstanding at the reporting end date:

There is an interest free loan of £277,905 (2024: £271,597) outstanding to Grampian Company Limited a company that owns 21.8% of the company's share capital. There is also an interest free loan from Wintergreen Energy Corporation of £754,719 (2024: £737,589). Finally, there is also an interest free loan from Byfleet Trust £87,397 (2024: £85,902) and from Wintergreen Energy Corporation £159,417 (2024: £123,331).

The ultimate controlling party, as Trustee of the Byfleet Trust, is G BTrustees Limited, a company incorporated in Jersey. Its accounts are available from First Floor, Durell House, 28 New Street, St. Helier, Jersey, JE2 3RA.