REGISTERED NUMBER: SC136639 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2025

for

MILTON HOTELS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

I M Milton

T Wilding

K Derrington

J Van Vliet

G D Milton

SECRETARY:

T Wilding

REGISTERED OFFICE:

Inverness Palace Hotel & Spa

8 Ness Walk

Inverness

Inverness-Shire

IV3 5NG

REGISTERED NUMBER:

SC136639 (Scotland)

AUDITORS:

Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

Milton Hotels Ltd operates the Palace Hotel & Spa and the Ten Townhouse at the Palace in Inverness city centre.

REVIEW OF BUSINESS

The results of trading for the 31 March 2025 are reflected within these financial statements.

The directors are pleased with the results achieved by the group during the year.

The key performance indicators used to measure the performance of the group are turnover, gross profit and net profit.

2025

2024

£

£

Turnover

6,962,581

6,545,025

Gross profit

4,128,446

3,863,964

Net profit

1,541,507

2,063,102

The directors consider the group to be in a healthy financial position at the year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a variety of financial risks that include operational risk, credit risk, liquidity risk and price risk. The directors recognise their overall responsibility for the group's systems and internal control. The controls are designed to manage as opposed to completely eliminate risk.

Operational risk is minimised through clearly defined responsibilities for management and a commitment to maintaining high standards of health and safety.

Credit risk is minimised through strict credit controls, working with reputable customers and requiring payments in advance.

Liquidity risk is minimised through the retention of a healthy level of reserves and funds in the bank. The group is not reliant on any bank borrowings.

Price risk relating to price increases is minimised by agreeing prices with individual suppliers and sourcing goods and services from multiple suppliers to ensure competitive pricing.

GOING CONCERN

The directors, with reference to detailed budgets, have assessed the group as having sufficient resources to meet the expected ongoing costs of the business for a period of at least 12 months from the date of signing the financial statements. As a result they have continued to adopt the going concern basis when preparing the financial statements.

ON BEHALF OF THE BOARD:

T Wilding - Secretary

21 August 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

DIVIDENDS

An interim dividend of £2.0709 per share was paid on 9 April 2024. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £ 2,330,000 .

FUTURE DEVELOPMENTS

Based on detailed budgets the directors are confident that the group will continue to trade profitably in the current year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

I M Milton

T Wilding

K Derrington

J Van Vliet

G D Milton

POST BALANCE SHEET EVENTS

There are no matters to report as post balance sheet events.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Sharles Audit Limited, have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

ON BEHALF OF THE BOARD:

T Wilding - Secretary

21 August 2025

Opinion

We have audited the financial statements of Milton Hotels Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 of the parent company affairs as at 31 March 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

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

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:

-

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

-

inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

-

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from internal/external tax advisors.

The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to environmental health and safety. We performed audit procedures to inquire of management and those charged with governance whether the group and company is in compliance with these law and regulations and inspected correspondence with regulatory authorities.

The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied in the year end accounts.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Keith Edwards (Senior Statutory Auditor)

for and on behalf of Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

22 August 2025

TURNOVER

6,962,581

6,545,025

Cost of sales

2,834,135

2,681,061

GROSS PROFIT

4,128,446

3,863,964

Administrative expenses

2,676,322

1,077,623

OPERATING PROFIT

5

1,452,124

2,786,341

Interest receivable and similar income

113,819

101,529

1,565,943

2,887,870

Gain/loss on revaluation of investment property

(24,436

)

(824,768

)

PROFIT BEFORE TAXATION

1,541,507

2,063,102

Tax on profit

6

405,755

530,262

PROFIT FOR THE FINANCIAL YEAR

1,135,752

1,532,840

Profit attributable to:

Owners of the parent

1,135,752

1,532,840

PROFIT FOR THE YEAR

1,135,752

1,532,840

OTHER COMPREHENSIVE INCOME

Deferred tax movement on revaluation

Income tax relating to other comprehensive income

11,170

10,604

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

11,170

10,604

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,146,922

1,543,444

Total comprehensive income attributable to:

Owners of the parent

1,146,922

1,543,444

FIXED ASSETS

Tangible assets

9

8,788,050

8,859,924

Investments

10

-

-

Investment property

11

1,417,897

874,828

10,205,947

9,734,752

CURRENT ASSETS

Stocks

12

34,910

30,746

Debtors

13

245,779

218,200

Investments

14

1,105,194

1,103,631

Cash at bank and in hand

3,504,041

4,894,193

4,889,924

6,246,770

CREDITORS

Amounts falling due within one year

15

1,975,148

1,650,329

NET CURRENT ASSETS

2,914,776

4,596,441

TOTAL ASSETS LESS CURRENT LIABILITIES

13,120,723

14,331,193

CREDITORS

Amounts falling due after more than one year

16

(22,068

)

(24,432

)

PROVISIONS FOR LIABILITIES

20

(953,963

)

(978,991

)

NET ASSETS

12,144,692

13,327,770

CAPITAL AND RESERVES

Called up share capital

21

1,125,100

1,125,100

Share premium

22

465,759

465,759

Revaluation reserve

22

4,928,391

4,960,700

Retained earnings

22

5,625,442

6,776,211

SHAREHOLDERS' FUNDS

12,144,692

13,327,770

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2025 and were signed on its behalf by:

I M Milton - Director

FIXED ASSETS

Tangible assets

9

7,951,256

8,017,674

Investments

10

1

1

Investment property

11

1,417,897

874,828

9,369,154

8,892,503

CURRENT ASSETS

Stocks

12

34,910

30,746

Debtors

13

1,082,573

1,060,450

Investments

14

1,105,194

1,103,631

Cash at bank and in hand

3,504,041

4,894,193

5,726,718

7,089,020

CREDITORS

Amounts falling due within one year

15

1,975,148

1,650,329

NET CURRENT ASSETS

3,751,570

5,438,691

TOTAL ASSETS LESS CURRENT LIABILITIES

13,120,724

14,331,194

CREDITORS

Amounts falling due after more than one year

16

(22,068

)

(24,432

)

PROVISIONS FOR LIABILITIES

20

(953,963

)

(978,991

)

NET ASSETS

12,144,693

13,327,771

CAPITAL AND RESERVES

Called up share capital

21

1,125,100

1,125,100

Share premium

22

465,759

465,759

Revaluation reserve

22

4,928,391

4,960,700

Retained earnings

22

5,625,443

6,776,212

SHAREHOLDERS' FUNDS

12,144,693

13,327,771

Company's profit for the financial year

1,135,752

1,403,972

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2025 and were signed on its behalf by:

I M Milton - Director

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

1,125,100

5,699,892

465,759

4,993,575

12,284,326

Changes in equity

Dividends

-

(500,000

)

-

-

(500,000

)

Total comprehensive income

-

1,532,840

-

10,604

1,543,444

Transfer

-

43,479

-

(43,479

)

-

Balance at 31 March 2024

1,125,100

6,776,211

465,759

4,960,700

13,327,770

Changes in equity

Dividends

-

(2,330,000

)

-

-

(2,330,000

)

Total comprehensive income

-

1,135,752

-

11,170

1,146,922

Transfer

-

43,479

-

(43,479

)

-

Balance at 31 March 2025

1,125,100

5,625,442

465,759

4,928,391

12,144,692

Called up

share

Retained

Share

Revaluation

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

1,125,100

5,828,761

465,759

4,993,575

12,413,195

Changes in equity

Dividends

-

(500,000

)

-

-

(500,000

)

Total comprehensive income

-

1,403,972

-

10,604

1,414,576

Transfer

-

43,479

-

(43,479

)

-

Balance at 31 March 2024

1,125,100

6,776,212

465,759

4,960,700

13,327,771

Changes in equity

Dividends

-

(2,330,000

)

-

-

(2,330,000

)

Total comprehensive income

-

1,135,752

-

11,170

1,146,922

Transfer

-

43,479

-

(43,479

)

-

Balance at 31 March 2025

1,125,100

5,625,443

465,759

4,928,391

12,144,693

Cash flows from operating activities

Cash generated from operations

1

1,798,021

1,680,231

Tax paid

(445,241

)

(775,855

)

Net cash from operating activities

1,352,780

904,376

Cash flows from investing activities

Purchase of tangible fixed assets

(61,370

)

-

Purchase of investment property

(567,505

)

(1,699,596

)

Sale of tangible fixed assets

34,036

-

Sale of investment property

-

2,938,634

Interest received

80,304

96,346

Dividends received

30,316

30,310

Net cash from investing activities

(484,219

)

1,365,694

Cash flows from financing activities

Loan repayments in year

(4,657

)

(4,656

)

Capital repayments in year

(2,072

)

-

Amount introduced by directors

76,380

9,791

Amount withdrawn by directors

-

(19,612

)

Acquisition of current asset investments

(2,833

)

(2,101

)

Sale of current asset investments

4,469

-

Equity dividends paid

(2,330,000

)

(500,000

)

Net cash from financing activities

(2,258,713

)

(516,578

)

(Decrease)/increase in cash and cash equivalents

(1,390,152

)

1,753,492

Cash and cash equivalents at beginning of year

2

4,894,193

3,140,701

Cash and cash equivalents at end of year

2

3,504,041

4,894,193

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,541,507

2,063,102

Depreciation charges

121,372

165,196

Profit on disposal of fixed assets

(10,920

)

(1,540,401

)

Loss on revaluation of fixed assets

24,436

824,768

Finance income

(113,819

)

(101,529

)

1,562,576

1,411,136

(Increase)/decrease in stocks

(4,164

)

1,027

Increase in trade and other debtors

(47,191

)

(149,120

)

Increase in trade and other creditors

286,800

417,188

Cash generated from operations

1,798,021

1,680,231

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

3,504,041

4,894,193

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

4,894,193

3,140,701

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.4.24

Cash flow

changes

At 31.3.25

£

£

£

£

Net cash

Cash at bank

and in hand

4,894,193

(1,390,152

)

3,504,041

4,894,193

(1,390,152

)

3,504,041

Liquid resources

Current asset

investments

1,103,631

1,563

-

1,105,194

1,103,631

1,563

-

1,105,194

Debt

Finance leases

-

2,072

-

(9,172

)

Debts falling due

within 1 year

(4,656

)

-

-

(4,656

)

Debts falling due

after 1 year

(24,432

)

4,657

-

(19,775

)

(29,088

)

6,729

-

(33,603

)

Total

5,968,736

(1,381,860

)

-

4,575,632