Company Registration No. SC452799 (Scotland)
CSG HOTELS AND APARTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
CSG HOTELS AND APARTMENTS LIMITED
COMPANY INFORMATION
Directors
C J Stewart
T McDonald
(Appointed 8 January 2026)
Company number
SC452799
Registered office
c/o Johnston Carmichael
7-11 Melville Street
Edinburgh
Scotland
EH3 7PE
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
CSG HOTELS AND APARTMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
CSG HOTELS AND APARTMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 1 -

The directors present the strategic report for the year ended 30 June 2025.

Fair review of the business

The Group experienced a challenging financial year. Revenue increased by 37% to £22.7m (2024: £16.5m), reflecting the inclusion of CSG Glasgow Limited into the Group in December 2024, which contributed £4.6m of revenue during the year. Despite this growth, operating profit decreased by 28% to £4.0m (2024: £5.5m).

The reduction in operating profit was primarily attributable to cost inflation across the business, increased expenditure on marketing and commission costs, and a one‑off head office recharge. In addition, the Group incurred expenditure to upgrade two properties in preparation for a change of brand to Marriott. These works were undertaken to enhance the quality and positioning of the properties and to support their long‑term performance.

Cheval Collection Limited continued to manage Old Town Chambers and The Edinburgh Grand under the Cheval brand throughout the year. With effect from 1 July 2025, both properties were successfully rebranded as part of the Marriott Autograph and Luxury Collections.

Financing

During the year, the Group RBS loan facility was amended to include additional companies within the CSG Hotels and Apartments group. As part of this amendment, the total Group facility was increased from £53.0m to £84.55m, incorporating a £18.5m revolving credit facility and £1.5m overdraft. The facility provides ongoing flexibility to repay and redraw borrowings, supporting efficient cash management and minimisation of interest costs. Further details in respect of the facility are outlined at notes 18 and 28.

Principal risks and uncertainties

The principal risks and uncertainties affecting the group include the following:

- Competition: new entrants into the market within close proximity to the Group’s properties. The Group continues to focus upon guest services and brand standards allowing its product to be differentiated from competitors.

- Political risk: Instability and changes in geopolitical relationships may impact the ease of accessibility to the UK for overseas visitors. Increases in domestic taxes such as VAT being higher than the European average, increases in National Insurance and Air Passenger Duty may deter overseas visitors.

- Economic risk: increases in costs due to supplier price increases, budgetary changes to payroll costs, labour shortages, and continued increases in energy costs pose significant challenges to the group. The introduction of the Edinburgh Visitor Levy, being a charge of 5% on overnight accommodation in the city also poses a further challenge.

Development and performance

Key areas of strategic development and performance of the Group include:

- Sales and marketing: the targeting of higher rate business through all sales channels, specifically focusing on improving direct business to reduce commission costs.

- Competitive advantage: the Group focuses on areas where it has a competitive advantage in the four- and five-star markets which places it well in terms of long term income/cash flow growth potential.

- Brand awareness and reputation: we continue to work hard at building brand awareness and ensuring our reputation for quality, value and commitment to excellence in customer service is maintained.

- Expansion: the Group will continue to evaluate further expansion plans as opportunities arise.

CSG HOTELS AND APARTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 2 -
Key performance indicators

The Group monitors key financial performance indicators across all sites in order to maximise performance, room rate and occupancy. The group’s performance is benchmarked regularly against hotels of a similar standard in the city.

The Group also monitors key non-financial indicators such as feedback from guests, ratings on guest online surveys and third-party internet feedback sites such as Google, TripAdvisor and Booking.com.

| 2025 | 2024
Rooms sold | 74,452 | 38,126
Average room rate | £233.93 | £327.53
Occupancy | 76.2% | 78.3%
RevPar (Revenue per available room) | £178.23 | £256.53

Note, the above figures include 6.5 months of trading of the AC by Marriott in Glasgow, a 240-bedroom hotel that was transferred into the Group during the year.

Food and Beverage

The Group uses a range of financial and non-financial key performance indicators to monitor and manage the business. These include:

Sales: daily, weekly and period sales measured against budget and prior period. The conversion of sales to EBITDA ratios for each unit and Cost of Sale % and Wage %.

Management accounts: these are produced monthly for each operating unit with variances to budget and prior period analysed.

Customer feedback: a variety of measures are used to capture feedback and learn from suggestions for improvement, both at point of sale and via internet and social media sites online.

Employee Turnover and Engagement: this is reviewed monthly, and training and engagement modules are completed online and reviewed regularly by management.

On behalf of the board

C J Stewart
Director
8 June 2026
CSG HOTELS AND APARTMENTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
- 3 -

The directors present their annual report and financial statements for the year ended 30 June 2025.

The company's accounting reference date is 2 4 June 202 5 however the company has taken advantage of the option available under s390(3) of the Companies Act 2006 to prepare its group financial statements for the period to 30 June 202 5.

Principal activities

The principal activity of the company is that of a holding company.

The principal activities of the group during the year were the operation of hotels and short stay serviced apartments, the commercial letting of retail premises and the operation of licensed restaurants.

Results and dividends

The results for the year are set out on page 10.

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

Directors

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

C J Stewart
A J Aiton
(Resigned 26 May 2026)
T M G Allen
(Resigned 26 May 2026)
T McDonald
(Appointed 8 January 2026)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments

The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.

Post reporting date events

Details of events after the reporting date are included with note 28 of the financial statements.

Future developments

The company 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 of future developments (where applicable).

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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.

CSG HOTELS AND APARTMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 4 -
Going Concern

The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £95,618,579 (2024: £685,925) which the directors believe to be appropriate for the following reasons.

The directors have prepared forecasts for a period in excess of 12 months from the date of signing the financial statements. They are based on management’s latest assumptions including occupancy rates, average daily rate and staff costs. The forecasts have been prepared with reference to latest actual trading results as well as seeking to model the impact of severe but plausible downside risks.

At the balance sheet date, the group was in breach of the gross leverage covenant relating to its bank facility. Accordingly, the bank loans and overdrafts under the RBS facility have been classified as falling due within one year. Subsequent to the year end, RBS formally waived the covenant breach and confirmed that the facility remains available in accordance with its original maturity profile, with no requirement for repayment within 12 months of the reporting date.

The forecasts for the group assume that its creditors under common control of the ultimate controlling party, Christopher Stewart, will not withdraw amounts forwarded to it.

Based on the group’s forecast and projections, access to finance and support from related parties, the directors have a reasonable expectation that the group will have adequate resources to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

On behalf of the board
C J Stewart
Director
8 June 2026
CSG HOTELS AND APARTMENTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
- 5 -

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;

- 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.

CSG HOTELS AND APARTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CSG HOTELS AND APARTMENTS LIMITED
- 6 -
Opinion

We have audited the financial statements of CSG Hotels and Apartments Limited ('the parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated 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 of the parent company's affairs as at 30 June 2025 and of the group's loss 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 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 or 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.

CSG HOTELS AND APARTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CSG HOTELS AND APARTMENTS LIMITED
- 7 -

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 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.

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 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.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set out on page 5, 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 group’s and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor 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 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are 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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

CSG HOTELS AND APARTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CSG HOTELS AND APARTMENTS LIMITED
- 8 -

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- Companies Act 2006;

- UK Tax legislation;

- VAT legislation; and

- UK Generally Accepted Accounting Practice.

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections and relevant correspondence with regulatory bodies.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

- Management override of controls; and

- Revenue recognition.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing the level of and reasoning behind the group’s and parent company's procurement of legal and professional services

- Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;

- Performing audit procedures over the risk of revenue recognition, including detailed substantive testing over the completeness of revenue recorded through selecting a sample of reports from the respective booking system and tracing the transactions through to the accounting system and bank;

- Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed 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.

CSG HOTELS AND APARTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CSG HOTELS AND APARTMENTS LIMITED
- 9 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
8 June 2026
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
CSG HOTELS AND APARTMENTS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
22,669,650
16,465,659
Cost of sales
(9,994,426)
(5,518,155)
Gross profit
12,675,224
10,947,504
Administrative expenses
(8,668,050)
(5,419,386)
Other operating income
2,675
-
0
Operating profit
4
4,009,849
5,528,118
Interest receivable and similar income
8
83
3,952
Interest payable and similar expenses
9
(4,338,598)
(4,541,362)
(Loss)/profit before taxation
(328,666)
990,708
Tax on (loss)/profit
10
86,878
(1,132,780)
Loss for the financial year
25
(241,788)
(142,072)
Loss for the financial year is all attributable to the owners of the parent company.

The notes on pages 17 to 39 form an integral part of the financial statements.

CSG HOTELS AND APARTMENTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
- 11 -
2025
2024
£
£
Loss for the year
(241,788)
(142,072)
Other comprehensive income
Revaluation of tangible fixed assets
1,805,331
3,946
Tax relating to other comprehensive income
(451,332)
(987)
Other comprehensive income for the year
1,353,999
2,959
Total comprehensive income/(expenditure) for the year
1,112,211
(139,113)
Total comprehensive income/(expenditure) for the year is all attributable to the owners of the parent company.
CSG HOTELS AND APARTMENTS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2025
30 June 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
12
169,510,468
97,081,184
Investment properties
13
5,850,000
9,000,000
175,360,468
106,081,184
Current assets
Stocks
16
164,484
67,414
Debtors
17
6,983,789
8,843,694
Cash at bank and in hand
1,144,985
267,645
8,293,258
9,178,753
Creditors: amounts falling due within one year
18
(103,911,837)
(9,864,678)
Net current liabilities
(95,618,579)
(685,925)
Total assets less current liabilities
79,741,889
105,395,259
Creditors: amounts falling due after more than one year
19
(19,341,427)
(50,709,400)
Provisions for liabilities
Deferred tax liability
22
17,037,901
12,435,509
(17,037,901)
(12,435,509)
Net assets
43,362,561
42,250,350
Capital and reserves
Called up share capital
24
502
502
Revaluation reserve
25
1,106,688
10,252,689
Capital redemption reserve
25
499
499
Profit and loss reserves
25
42,254,872
31,996,660
Total equity
43,362,561
42,250,350
The financial statements were approved by the board of directors and authorised for issue on 8 June 2026 and are signed on its behalf by:
08 June 2026
C J Stewart
Director
CSG HOTELS AND APARTMENTS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2025
30 June 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
3,078,970
6
Current assets
Debtors
17
19,699,442
25,149,824
Creditors: amounts falling due within one year
18
(1,544,231)
(3,534,323)
Net current assets
18,155,211
21,615,501
Net assets
21,234,181
21,615,507
Capital and reserves
Called up share capital
24
502
502
Capital redemption reserve
25
499
499
Profit and loss reserves
25
21,233,180
21,614,506
Total equity
21,234,181
21,615,507

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £381,326 (2024: £311,931 loss).

The financial statements were approved by the board of directors and authorised for issue on 8 June 2026 and are signed on its behalf by:
08 June 2026
C J Stewart
Director
Company Registration No. SC452799
CSG HOTELS AND APARTMENTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 14 -
Share capital
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 July 2023
502
10,249,730
499
32,138,732
42,389,463
Year ended 30 June 2024:
Loss for the year
-
-
-
(142,072)
(142,072)
Other comprehensive income:
Revaluation of tangible fixed assets
-
3,946
-
-
3,946
Tax relating to other comprehensive income
-
(987)
-
-
0
(987)
Total comprehensive expenditure for the year
-
2,959
-
(142,072)
(139,113)
Balance at 30 June 2024
502
10,252,689
499
31,996,660
42,250,350
Year ended 30 June 2025:
Loss for the year
-
-
-
(241,788)
(241,788)
Other comprehensive income:
Revaluation of tangible fixed assets
-
1,805,331
-
-
1,805,331
Tax relating to other comprehensive income
-
(451,332)
-
-
0
(451,332)
Total comprehensive income for the year
-
1,353,999
-
(241,788)
1,112,211
Transfer between reserves
-
(10,500,000)
-
10,500,000
-
Balance at 30 June 2025
502
1,106,688
499
42,254,872
43,362,561
CSG HOTELS AND APARTMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
- 15 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2023
502
499
21,926,437
21,927,438
Year ended 30 June 2024:
Loss and total comprehensive expenditure for the year
-
-
(311,931)
(311,931)
Balance at 30 June 2024
502
499
21,614,506
21,615,507
Year ended 30 June 2025:
Loss and total comprehensive expenditure for the year
-
-
(381,326)
(381,326)
Balance at 30 June 2025
502
499
21,233,180
21,234,181
CSG HOTELS AND APARTMENTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
30
7,023,642
6,451,679
Interest paid
(4,338,598)
(4,229,432)
Net cash inflow from operating activities
2,685,044
2,222,247
Investing activities
Purchase of subsidiary undertakings (net of cash acquired)
308,771
-
Purchase of tangible fixed assets
(4,548,271)
(1,005,694)
Proceeds on disposal of tangible fixed assets
14,050
-
Interest received
83
3,952
Net cash used in investing activities
(4,225,367)
(1,001,742)
Financing activities
Funding repaid to related parties
(278,852)
(3,573,004)
Proceeds of new bank loans
8,497,793
3,822,390
Repayment of bank borrowings
(7,186,511)
(800,000)
Payment of finance leases obligations
(35,525)
-
Net cash generated from/(used in) financing activities
996,905
(550,614)
Net (decrease)/increase in cash and cash equivalents
(543,418)
669,891
Cash and cash equivalents at beginning of year
179,244
(490,647)
Cash and cash equivalents at end of year
(364,174)
179,244
Relating to:
Cash at bank and in hand
1,144,985
267,645
Bank overdrafts included in creditors payable within one year
(1,509,159)
(88,401)
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
- 17 -
1
Accounting policies
Company information

CSG Hotels and Apartments Limited ("the company") is a limited company domiciled and incorporated in Scotland. The registered office is 12 Hope Street, EDINBURGH, EH2 4DB.

The group consists of CSG Hotels and Apartments Limited and all of its subsidiaries.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold land and buildings as well as investment property carried at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements where these are applicable:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.2
Basis of consolidation

In the parent company financial statements, t he 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. I nvestments in subsidiaries 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.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 18 -

The consolidated financial statements incorporate those of CSG Hotels and Apartments Limited and all of its subsidiaries (i.e. entities that the g roup controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 30 June 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 g roup.

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.

1.3
Going concern

The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £95,618,579 (2024: £685,925) which the directors believe to be appropriate for the following reasons.

The directors have prepared forecasts for a period in excess of 12 months from the date of signing the financial statements. They are based on management’s latest assumptions including occupancy rates, average daily rate and staff costs. The forecasts have been prepared with reference to latest actual trading results as well as seeking to model the impact of severe but plausible downside risks.

At the balance sheet date, the group was in breach of the gross leverage covenant relating to its bank facility. Accordingly, the bank loans and overdrafts under the RBS facility have been classified as falling due within one year. Subsequent to the year end, RBS formally waived the covenant breach and confirmed that the facility remains available in accordance with its original maturity profile, with no requirement for repayment within 12 months of the reporting date.

The forecasts for the group assume that its creditors under common control of the ultimate controlling party, Christopher Stewart, will not withdraw amounts forwarded to it.

Based on the group’s forecast and projections, access to finance and support from related parties, the directors have a reasonable expectation that the group will have adequate resources to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

1.4
Turnover

Turnover represents the total invoice value of sales made during the year and is shown net of VAT and other sales related taxes.

Turnover comprises the following streams:

- Sale of goods: Turnover from the sale of food and beverages is recognised at the point of sale.

- Rendering of services: Revenue from room sales and other guest services is recognised when rooms are occupied and as services are provided.

- Rental income and service charges: Turnover from rental income and service charges receivable is recognised on a straight line basis.

1.5
Tangible fixed assets

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

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 19 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values. No depreciation has been applied to the group's freehold land and buildings. The directors believe that, given the nature of these properties, the residual value is at least equal to the properties' carrying value.

For other assets, depreciation is recognised so as to write off the cost or valuation less their residual values over their useful lives on the following bases:

Freehold land and buildings
Not depreciated but subject to an annual revaluation exercise
Fixtures and fittings
20% to 33% straight line
Computer equipment
33% straight line
Land
Not depreciated

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.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and loss are recognised in the profit and loss account.

1.6
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in the profit and loss account.

1.7
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries 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.

1.8
Borrowing costs related to fixed assets

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in the profit and loss account in the period in which they are incurred.

1.9
Impairment of fixed assets

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.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 20 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity, in respect of that asset. Any excess is recognised in the profit and loss account.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss account, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Stocks

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

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 the profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown as current liabilities.

1.12
Financial instruments

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.

Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including certain creditors, bank and other loans and amounts owed to fellow group companies and related parties, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

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.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1
Accounting policies
(Continued)
- 22 -
Current 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

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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account 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 lease d asset are consumed.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 23 -
2
Judgements and key sources of estimation uncertainty

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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Carrying value of fixed assets

The group’s freehold land and buildings and investment property ar e carried at valuation. The directors are therefore required to consider the valuation s each year to ensure that this remains appropriately stated. In performing this review, the d i rectors consider a number of factors including recent valuations of the land and buildings performed by Chartered Surveyors in accordance with RICS appraisal and valuation standards.

The carrying value of fixed assets at the reporting date is outlined at notes 12 and 13.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Room sales and guest services
16,456,642
12,629,503
Food and beverage sales
5,886,349
3,067,071
Commercial rent
269,006
649,816
Other
57,653
119,269
22,669,650
16,465,659
2025
2024
£
£
Other significant revenue
Interest income
83
3,952
Sundry income
2,675
-
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 24 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
552,151
287,027
Profit on disposal of tangible fixed assets
(14,050)
-
Amortisation of intangible assets
15,320
-
Operating lease charges
76,891
90,870
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
11,960
5,250
Audit of the financial statements of the company's subsidiaries
37,960
28,350
49,920
33,600
Fees payable to the group's auditor for audit services provided to the group and company are borne by Lateral City Limited, a subsidiary undertaking.
6
Employees

The average monthly number of persons employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Management and administration
9
5
-
-
Hotel operations
78
56
-
-
Food and beverage
126
70
-
-
Total
213
131
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,636,413
3,112,132
-
0
-
0
Social security costs
414,783
211,421
-
-
Pension costs
86,266
42,897
-
0
-
0
5,137,462
3,366,450
-
0
-
0
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 25 -
7
Directors' remuneration

No remuneration was paid to the directors of the company by the group in the current or prior year, due to remuneration being paid to directors by other related entities within the wider group and not being recharged.

8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
83
3,952
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts, bank loans and other loans
4,334,037
4,541,362
Other interest
4,561
-
Total finance costs
4,338,598
4,541,362
10
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
876,629
1,068,701
Adjustment in respect of prior periods
(963,507)
64,079
Total deferred tax
(86,878)
1,132,780

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

2025
2024
£
£
(Loss)/profit before taxation
(328,666)
990,708
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(82,167)
247,677
Tax effect of expenses that are not deductible in determining taxable profit
708,312
742,830
Tax effect of income not taxable in determining taxable profit
(5,472)
-
0
Change in unrecognised deferred tax assets
242,634
77,982
Deferred tax adjustments in respect of prior years
(963,507)
64,079
Fixed asset differences
13,232
192
Other differences
90
20
Taxation (credit)/charge
(86,878)
1,132,780
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
10
Taxation
(Continued)
- 26 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£
£
Deferred tax arising on:
Revaluation of property
451,332
987
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2024
-
0
Additions
15,320
At 30 June 2025
15,320
Amortisation and impairment
At 1 July 2024
-
0
Amortisation charged for the year
15,320
At 30 June 2025
15,320
Carrying amount
At 30 June 2025
-
0
At 30 June 2024
-
0
The company had no intangible fixed assets at 30 June 2025 or 30 June 2024.

Goodwill additions in the current year are in respect of the group's acquisition of CSG Glasgow Limited and Love Loan Limited. Further details are outlined at note 26.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 27 -
12
Tangible fixed assets
Group
Freehold land and buildings
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost or valuation
At 1 July 2024
96,693,970
1,388,275
274,441
98,356,686
Additions
3,954,496
697,377
97,061
4,748,934
Business combinations
60,462,694
2,814,476
-
0
63,277,170
Disposals
-
0
(68,730)
-
0
(68,730)
Revaluation
1,805,331
-
0
-
0
1,805,331
Transfer from investment property
3,150,000
-
0
-
0
3,150,000
At 30 June 2025
166,066,491
4,831,398
371,502
171,269,391
Depreciation and impairment
At 1 July 2024
-
0
1,028,634
246,868
1,275,502
Depreciation charged in the year
-
0
529,767
22,384
552,151
Eliminated in respect of disposals
-
0
(68,730)
-
0
(68,730)
At 30 June 2025
-
0
1,489,671
269,252
1,758,923
Carrying amount
At 30 June 2025
166,066,491
3,341,727
102,250
169,510,468
At 30 June 2024
96,693,970
359,641
27,573
97,081,184
The company had no tangible fixed assets assets at 30 June 2025 or 30 June 2024.
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
12
Tangible fixed assets
(Continued)
- 28 -

Business combination additions in the current year are in respect of the group's acquisition of CSG Glasgow Limited and Love Loan Limited. Further details are outlined at note 26.

Included in freehold land and buildings are assets in the course of construction with a carrying value of £9,408,068 (2024 - £Nil).

Also included within freehold land and buildings is borrowing costs of £9,396,921 (2024 - £3,690,144) directly attributable to the acquisition and development of the assets.

The transfer from i nvestment p roperty relates to certain property which no longer meets the definition of investment property. In accordance with FRS 102 Section 16.9A, the transfer has been reflected at the fair value of the property at the date of change in use.

Sale and Leaseback

During the year ended 30 June 2020, CSG Glasgow Limited, a subsidiary undertaking acquired during the current year, entered into a sale and leaseback agreement, secured on its land. Under this agreement, the land is subject to ongoing rental obligations over a period of 150 years, with the option to repurchase the site for £1 at the end of the lease agreement. The total proceeds received by the company under this sale and lease back agreement total £19.3m.

In accordance with FRS 102 Chapter 20, the land continues to be recognised "on balance sheet" as if the sale and leaseback transactions had not occurred with these transactions accounted for as financing arrangements. Rent payable under the arrangement is subject to annual inflationary increases linked to RPI. The directors have elected to record the land value at sales price, being £19.3m. The land value will be amortised over the lease term of 150 years down to its residual value of £3,200,000.

Revaluation of land and buildings

Freehold l and and buildings, other than assets under construction, are carried at valuation.

The group's l and was valued by the directors with reference to the group's sale and leaseback arrangement outlined above which was with an unconnected third party, completed on an arm's length basis.

The group's buildings have been subject to recent independent valuations by property agents not connected with the group which conform to International Valuation Standards. These valuations were performed on the basis of market value and where appropriate on a fully equipped operational hotel basis. The directors have considered these valuation s in making their assessment that the carrying value at the reporting date is an accurate reflection of the fair value of the group's freehold buildings at this time.

If assets carried at valuation were measured using the historic cost model, the carrying amounts would be as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Cost
103,945,877
49,488,330
-
-
Carrying value
103,945,877
49,488,330
-
-
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 29 -
13
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 July 2024
9,000,000
-
Transfers to owner-occupied property
(3,150,000)
-
At 30 June 2025
5,850,000
-

The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors at the balance sheet date and informed by a valuation conducted in April 2023 by Savills, independent property agents, who are not connected with the company.

If investment properties were measured using the historic cost model, the carrying amount would be £3,278,845 (2024: £5,062,183).

14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
3,078,970
6

Investments are valued at historic cost less impairment.

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2024
6
Additions
3,078,964
At 30 June 2025
3,078,970
Carrying amount
At 30 June 2025
3,078,970
At 30 June 2024
6

Investment additions in the current year are in respect of the company's acquisition of CSG Glasgow Limited and Love Loan Limited. Further details are outlined at note 26.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 30 -
15
Subsidiaries

Details of the company's subsidiaries at 30 June 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
CSG Baxter's Place Holdings Limited
See below
Investment holding
Ordinary
100.00
-
Lateral City Limited
See below
Serviced apartments
Ordinary
100.00
-
St Andrew Square (Property) Limited
See below
Operation of a hotel and commercial letting
Ordinary
100.00
-
Urbanite Investments Limited
See below
Non-trading
Ordinary
0
100.00
CSG Glasgow Limited
See below
Operation of hotel and licenced bar and restaurant
Ordinary
100.00
-
Love Loan Limited
See below
Property development
Ordinary
0
100.00

The registered office of all subsidiary undertakings is C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, EH3 7PE.

CSG Baxter's Place Holdings Limited (SC469781) has taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.

16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Food and beverage stocks
30,892
24,581
-
-
Finished goods and goods for resale
133,592
42,833
-
0
-
0
164,484
67,414
-
-
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
524,439
524,654
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
16,769,409
22,490,910
Amounts owed by related parties
4,448,809
5,673,728
2,930,033
2,658,914
Other debtors
566,352
1,543,464
-
-
Prepayments and accrued income
1,444,189
1,101,848
-
0
-
0
6,983,789
8,843,694
19,699,442
25,149,824
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
17
Debtors
(Continued)
- 31 -

Other debtors includes £Nil (2024: £851,620) due in respect of the group's disposal of its investment in BPH Baxter's Place Limited.

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
20
80,078,826
4,713,322
-
0
3,534,321
Obligations under finance leases
21
44,119
-
0
-
0
-
0
Trade creditors
2,673,637
787,470
-
0
-
0
Amounts owed to related parties
15,867,371
958,053
1,544,231
2
Other taxation and social security
954,929
681,467
-
-
0
Other creditors
756,552
1,189,314
-
-
Accruals and deferred income
3,536,403
1,535,052
-
0
-
0
103,911,837
9,864,678
1,544,231
3,534,323

Obligations under finance leases are secured against the underlying assets concerned.

Current year bank loans outlined above include amounts drawn down by the group during the year against a group facility agreement held with RBS. Bank borrowings are secured by fixed and floating charges over all of the property or undertaking of the group.

At the balance sheet date, the group was in breach of a gross leverage covenant relating to its bank facility. Accordingly, the bank loans and overdrafts under the RBS facility have been classified as falling due within one year. Subsequent to the year end, RBS formally waived these covenant breaches and confirmed that the facility remains available in accordance with its original maturity profile, with no requirement for repayment within 12 months of the reporting date.

19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
20
-
0
50,709,400
-
0
-
0
Obligations under finance leases
21
19,341,427
-
0
-
0
-
0
19,341,427
50,709,400
-
0
-
0

Obligations under finance leases are secured against the underlying assets concerned.

Further details in relation to the disclosure of bank borrowings as falling due within one year is outlined at note 18.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 32 -
20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
78,569,667
55,334,321
-
0
3,534,321
Bank overdrafts
1,509,159
88,401
-
0
-
0
80,078,826
55,422,722
-
3,534,321
Payable within one year
80,078,826
4,713,322
-
0
3,534,321
Payable after one year
-
0
50,709,400
-
0
-
0

Current year bank loans outlined above include amounts drawn down by the group under a group facility agreement held with RBS. The balance includes £60.6m of term loans and £18.5m of revolving credit facilities and is stated net of arrangement fees. Bank borrowings and overdrafts are secured by fixed and floating charges over all of the property or undertaking of the company.

Further details of the maturity of bank borrowings and accounting classification within the current year financial statements is provided at note 18.

21
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
546,963
-
0
-
0
-
0
In two to five years
2,108,574
-
0
-
0
-
0
In over five years
70,340,620
-
0
-
0
-
0
72,996,157
-
-
-
Less: future finance charges
(53,610,611)
-
0
-
0
-
0
19,385,546
-
-
0
-
0
Analysis of amounts due in over five years
Repayable between five and ten years
2,525,000
-
-
-
Repayable between ten and twenty years
5,050,000
-
-
-
Repayable between twenty and fifty years
15,150,000
-
-
-
Repayable in more than fifty years
47,615,620
-
-
-
70,340,620
-
-
-

Finance lease obligations above includes £19.3m in respect of obligations associated with the group's sale and leaseback arrangement. The average lease term is 150 years. Finance lease obligations also include £0.1m relating to obligations associated with other fixtures, fittings and equipment.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 33 -
22
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
5,775,199
3,623,431
Tax losses
(3,011,565)
(1,325,890)
Revaluations
14,047,484
10,140,255
Other short term timing differences
226,783
(2,287)
17,037,901
12,435,509
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 July 2024
12,435,509
-
Credit to profit and loss account
(86,878)
-
Charge to other comprehensive income
451,332
-
On acquisition
4,237,938
-
Liability at 30 June 2025
17,037,901
-

The group had estimated tax losses of £12.0m (2024: £6.1m) available for offset against future trading profits.

23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
86,266
42,897

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.

Contributions totalling £20,126 (2024 - £9,146) were payable to the fund at the year end and are included within other creditors.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 34 -
24
Share capital
Group and company
2025
2024
Ordinary share capital
£
£
Issued and fully paid
A Ordinary shares of £1 each
-
501
C Ordinary shares of £1 each
-
1
502 Ordinary shares of £1 each
502
-
502
502

On 3 June 2025, the company re-designated its C Ordinary shares of £1 each to A Ordinary shares of £1 each before all A Ordinary shares were then re-designated as Ordinary shares of £1 each.

The rights of each class of share are detailed in the Articles of Association of the company which are available from Companies House.

25
Reserves
Revaluation reserve

Revaluation reserves represent the difference between the fair value and the carrying value on an historic cost basis of assets held at valuation.

Capital redemption reserve

Capital redemption reserve represents the amount by which the company's issued share capital has been diminished on the cancellation of repurchased shares.

Profit and loss reserves

Profit and loss reserves represent the total comprehensive income for the year and prior periods plus reserve transfers where appropriate and less dividends paid.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 35 -
26
Acquisition of a business

On 18 December 2024 the group acquired 100 percent of the issued capital of CSG Glasgow Limited from CSG Commercial Limited, an entity under common control. The acquisition was part of a wider group reorganisation.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Tangible Assets
55,889,685
-
55,889,685
Stock
34,293
-
34,293
Debtors
1,241,584
-
1,241,584
Creditors
(11,990,054)
-
(11,990,054)
Deferred Tax
(4,237,938)
-
(4,237,938)
Lease obligations
(19,421,071)
-
(19,421,071)
Bank Loans
(18,700,000)
-
(18,700,000)
Cash and cash equivalents
247,044
-
247,044
Total identifiable net assets
3,063,543
-
3,063,543
Goodwill
15,320
Total consideration
3,078,863
The consideration was satisfied by:
£
Settled on intra-group account
3,063,543
Stamp duty
15,320
3,078,863
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
4,583,553
Profit after tax
562,686
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
26
Acquisition of a business
(Continued)
- 36 -

On 18 December 2024 the group acquired 100 percent of the issued capital of Love Loan Limited from CSG Commercial Limited, an entity under common control. The acquisition was part of a wider group reorganisation.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Tangible assets
7,387,485
-
7,387,485
Debtors
19,500
-
19,500
Creditors
(3,848,181)
-
(3,848,181)
Bank loans
(3,635,750)
-
(3,635,750)
Cash and cash equivalents
77,047
-
77,047
Total identifiable net assets
101
-
101
Goodwill
-
Total consideration
101
The consideration was satisfied by:
£
Settled on intra-group account
101
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Profit after tax
-
CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 37 -
27
Operating lease commitments
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
337,236
370,569
-
-
Between two and five years
1,297,621
1,334,857
-
-
In over five years
2,340,000
2,640,000
-
-
3,974,857
4,345,426
-
-
28
Events after the reporting date

Subsequent to the reporting date, the Group agreed amendments to its existing financing arrangements with its lenders.

The principal changes to the facilities are as follows:

- The maturity date of the term loan, previously June 2028, has been amended to include an option to extend for up to a further two years.

- The margin has been reduced to 1.8%, subject to a leverage-based ratchet mechanism, with a maximum margin of 2.25%.

- The leverage covenant ceiling has been increased, and the existing cash flow cover covenant has been replaced with an interest cover covenant, simplifying the covenant structure and improving covenant headroom.

- The repayment profile of the loan has been amended from amortising to interest-only, increasing short-term cash availability within the Group.

- The £5.0 million revolving credit facility, previously due to expire in June 2026, has been extended to align with the revised term loan maturity date.

These amendments were agreed on 22 May 2026.

The amendments are treated as a non-adjusting event after the reporting date in accordance with FRS 102 Section 32, as they relate to changes in conditions arising after the reporting date. Accordingly, no adjustment has been made to the carrying value of borrowings at the reporting date.

The amendments strengthen the Group’s financial flexibility through extended maturities, an improved covenant structure and enhanced cash flow availability.

As a result of these amendments, the Group expects that the borrowings, which are classified as current liabilities at the reporting date, will be classified as non-current in future reporting periods.

The Directors have considered the impact of these changes in the context of the Group’s going concern assessment and are satisfied that the revised facilities provide improved liquidity and covenant headroom for a period of at least 12 months from the date of approval of the financial statements.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 38 -
29
Related party transactions
Transactions with related parties

Group

The company's immediate and ultimate parent undertaking is CSG H&A Holdings Limited, a company registered in Scotland whose registered address C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, City Of Edinburgh, Scotland, EH3 7PE. The ultimate controlling party is Christopher Stewart.

During the year, services of £118,193 (2024: £40,928) were provided by CSG Projects Limited to Lateral City Limited. Amounts totalling £444,747 (2024: £613,617 received from) were repaid to CSG Projects Limited. At 30 June 2025 an amount of £155,677 (2024: £600,424) was due to CSG Projects Limited from Lateral City Limited.

During the year, a charge of £799,548 (2024: £507,183) was made to Lateral City Limited by FMLY Limited in respect of facilities management and property improvement services. As at 30 June 2025 £23,134 (2024: £139,662) remained outstanding.

During the year goods of £33,692 (2024: £93,300) were purchased by Lateral City Limited from Bacchus & Liber Limited. As at 30 June 2025 £nil (2024: £4,213) remained outstanding.

At 30 June 2025 an amount of £1,045,458 (2024: £1,045,458) was due to Lateral City Limited from CSG Hamilton Place Limited.

Devil’s Advocate Limited recharged costs of £35,133 (2024: £30,845) to Lateral City Limited. As at 30 June 2025 £2,912 (2024: £55,248 due from) remained outstanding to Devil’s Advocate Limited.

During the year, Lateral City Limited charged rent to Crisp Investment Limited of £nil (2024: £59,794) and was recharged £1,275 by Crisp Investment Limited. As at 30 June 2025 £1,275 (2024: £26,753 due from) was due to Crisp Investment Limited.

At 30 June 2025, £2,891,664 (2024: £1,101,131) was due to CSG Hotels and Apartments Limited from CSG Projects Limited.

At 30 June 2025, £1,544,230 (2024: £1,519,414 due to) was due from CSG Hotels and Apartments Limited to CSG Commercial Limited.

At 30 June 2025, £3,731,405 (2024: £3,732,019) was due to CSG Projects Limited from Love Loan Limited.

At 30 June 2025, £9,703,290 (2024: £9,703,189) was due to CSG Commercial Limited from CSG Glasgow Limited.

At 30 June 2025, £384,257 (2024: £780,171) was due to CSG Projects Limited from CSG Glasgow Limited.

Company

The company has taken advantage of the exemption available in FRS 102 Section 33 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

CSG HOTELS AND APARTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
- 39 -
30
Cash generated from group operations
2025
2024
£
£
Loss for the year after tax
(241,788)
(142,072)
Adjustments for:
Taxation (credited)/charged
(86,878)
1,132,780
Finance costs
4,188,598
4,541,362
Investment income
(83)
(3,952)
Gain on disposal of tangible fixed assets
(14,050)
-
Amortisation and impairment of intangible assets
15,320
-
Depreciation and impairment of tangible fixed assets
552,151
287,027
Amortisation of loan arrangement fee
160,500
155,149
Movements in working capital:
(Increase)/decrease in stocks
(62,777)
13,673
Decrease in debtors
1,187,361
592,764
Increase/(decrease) in creditors
1,325,288
(125,052)
Cash generated from operations
7,023,642
6,451,679
31
Analysis of changes in net debt - group
1 July 2024
Cash flows
Acquisitions and disposals
Other non-cash changes
30 June 2025
£
£
£
£
£
Cash at bank and in hand
267,645
553,249
324,091
-
1,144,985
Bank overdrafts
(88,401)
(1,420,758)
-
-
(1,509,159)
179,244
(867,509)
324,091
-
(364,174)
Borrowings excluding overdrafts
(55,334,321)
(1,125,882)
(22,335,750)
226,286
(78,569,667)
Obligations under finance leases
-
35,525
(19,421,071)
-
(19,385,546)
(55,155,077)
(1,957,866)
(41,432,730)
226,286
(98,319,387)
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