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Company registration number: SC648496 ________________________________________________________________________________________ TSH UK HOLDCO LIMITED ________________________________________________________________________________________ ANNUAL REPORT INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 AUGUST 2025
TSH UK HOLDCO LIMITED
CONTENTS
| Page
Balance Sheet | 1
Notes to the Financial Statements | 2 - 6
TSH UK HOLDCO LIMITED REGISTERED NUMBER:SC648496
BALANCE SHEET AS AT 31 AUGUST 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 4 |  | 33,374,464 |  | 33,374,464
|  |  | 33,374,464 |  | 33,374,464
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 1,794 |  | - |
Cash at bank and in hand |  | 32,996 |  | 47,535 |
|  | 34,790 |  | 47,535 |
Creditors: amounts falling due within one year | 6 | (54,000) |  | (55,437) |
Net current liabilities |  |  | (19,210) |  | (7,902)
Total assets less current liabilities |  |  | 33,355,254 |  | 33,366,562
Net assets |  |  | 33,355,254 |  | 33,366,562
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 33,382,860 |  | 33,382,860
Profit and loss account | 8 |  | (27,606) |  | (16,298)
|  |  | 33,355,254 |  | 33,366,562
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements on pages 1 to 6 were approved and authorised for issue by the board on 8 January 2026 and were signed on its behalf by:
D R Montrelay
Director
Page 1
TSH UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 1.Accounting policies
| 1.1 | Statement of compliance
The principal activity of the Company is that of a holding company for its subsidiary companies. The Company is a private company limited by shares and is incorporated and domiciled in Scotland. The address of its registered office is 15 Candleriggs Square, Glasgow, G1 1TQ.
| 1.2 | Basis of preparation of financial statements
The financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Section 1A 'Small Entities' of Financial Reporting Standard 102, ‘the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (“FRS 102”) and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. The Company is the parent undertaking of a small group and as such is not required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the Company as an individual undertaking and not about its group. The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
| 1.3 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 1.4 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 1.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is the pound sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account. All foreign exchange gains and losses are presented in the Profit and Loss Account under the heading 'administrative expenses'. Page 2
TSH UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 1.Accounting policies (continued)
| 1.6 | Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. Short term debtors and creditors Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Profit and Loss Account in ‘administrative expenses’. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand. Loans Loans which are basic financial instruments are initially recorded at the present value of future payments discounted at a market rate of interest for a similar loan. Subsequently, they are measured at amortised cost using the effective interest method. Loans that are payable within one year are not discounted. Offsetting 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. Page 3
TSH UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025 1.Accounting policies (continued)
| 1.7 | Taxation
Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the Profit and Loss Account. Current or deferred taxation assets and liabilities are not discounted. Current tax Current tax is the amount of corporation tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax Deferred tax arises from timing differences that are differences between taxable profits and profit on ordinary activities before taxation as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
| 1.8 | Share capital
Ordinary shares are classified as equity.
| 1.9 | Related parties
The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors separate disclosure is necessary to understand the effect of the transactions on the Company’s financial statements.
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements management are required to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from these estimates. Whilst management have made judgements, estimates and assumptions in preparing the financial statements, they consider that these have not had a significant effect on amounts recognised. Page 4
TSH UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
3. | Employees
| The average monthly number of employees, including directors, during the year was 0 (2024 - 0).
4. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 September 2024 | 33,374,464
| At 31 August 2025 | 33,374,464
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| TSH Glasgow Propco Limited | 15 Candleriggs Square, Glasgow G1 1TQ | Letting and operating of owned or leased real estate | Ordinary | 100%
| TSH Glasgow Opco Limited | 15 Candleriggs Square, Glasgow G1 1TQ | Operating a hotel and similar accommodation | Ordinary | 100%
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Prepayments and accrued income | 1,794 | -
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 50,000 | 51,687
| Accruals and deferred income | 4,000 | 3,750
|  | 54,000 | 55,437
Page 5
TSH UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025
7. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 33,382,860 (2024 - 33,382,860) ordinary shares of £1 each | 33,382,860 | 33,382,860
8. | Reserves
Profit and loss account The Profit and Loss account is a distributable reserve.
9. | Related party disclosures
The Company has taken advantage of the exemption provided in FRS 102 Section 1A from disclosing transactions with members of the same group that are wholly owned.
10. | Contingent liabilities
The Company has granted a fixed and floating charge and provided certain guarantees in respect of a loan provided to one of its subsidary's by one of the group's lenders.
11. | Ultimate parent company
The Company's immediate parent undertaking is TSH Europe B.V., a company registered in the Netherlands. The Company's ultimate parent undertaking is TSH Group Holding B.V., a company registered in the Netherlands, which is also the parent of the smallest group of undertakings for which group accounts have been drawn up and of which the Company is a member. The financial statements of TSH Group Holding B.V. can be obtained from Kamer van Koophandel te Amsterdam (the Dutch Chamber of Commerce).
12. | Auditors' information
The auditors' report on the financial statements for the year ended 31 August 2025 was unqualified. The audit report was signed on 8 January 2026 by Daniel Crawford (Senior Statutory Auditor) on behalf of F. W. Smith, Riches & Co..
Page 6