The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.

St Andrew Square (Property) Limited is a private company limited by shares incorporated in Scotland. The registered office is c/o Johnston Carmichael, 7-11 Melville Street, Edinburgh, Scotland, EH3 7PE.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The financial statements have been prepared on the going concern basis, notwithstanding the net current liabilities of £37,581,473 (2024: £12,546,857) which the directors believe to be appropriate for the following reasons. true

The directors have prepared these 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, of which the company is a part of, 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 company assume that its creditors under common control of the ultimate controlling party, Christopher Stewart, will not withdraw amounts forwarded to it. This has been confirmed in writing by those parties.

Based on the company’s forecast and projections, access to finance and support from related parties, the directors have a reasonable expectation that the company 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.

Turnover represents amounts receivable for rent, service charges, food and beverage and is shown net of VAT and other sales related taxes.

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

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values. No depreciation has been applied to the company's freehold land and buildings. The directors believe that, given the nature of the 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:

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 credited or charged to 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 the profit and loss account or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in the profit and loss account.

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 at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

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.

At each reporting period end date, the company 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.

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.

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.

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.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, 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 method 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.

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.

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 company after deducting all of its liabilities.

Basic financial liabilities, including certain creditors, bank loans and amounts due to group undertakings 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.

Equity instruments issued by the company 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 company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent 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 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 when the company has 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.

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 leased asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

The company’s freehold land and buildings and investment property are carried at valuation. The directors are therefore required to consider the valuations each year to ensure that this remains appropriately stated. In performing this review, the directors 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 4 and 5.

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

Land and buildings stated above are carried at valuation.

Further details in relation to the transfer from investment property is outlined at note 5.

Land and buildings were independently valued in April 2023 by Savills, independent property agents not connected with the company, on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors have considered this valuation in making their assessment that the carrying value at the reporting date is an accurate reflection of the fair value of the company's freehold land and buildings at this time.

If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

Included within freehold land and buildings are borrowing costs of £3,474,101 (2024: £3,474,101) directly attributable to the acquisition and development of the assets.

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.

During the year, the company assumed operational control of several commercial units which had previously been leased to external tenants. These units are now utilised directly in the company's trading activities. Accordingly, assets with a carrying amount of £3.15m were transferred from investment property to land and buildings, reflecting their change in use in accordance with FRS 102.

Amounts owed by group undertakings and related parties are unsecured, interest free and repayable on demand.

Amounts due to group undertakings and related parties are unsecured, interest free and repayable on demand.

Current year bank loans and overdrafts outlined above include amounts drawn down by the company during the year against the company's allocation of a group facility agreement held with RBS. The balance includes £17.6m of term loans and £8.8m of revolving credit facilities. Bank borrowings and overdrafts are secured by fixed and floating charges over all of the property or undertaking of the company.

At the balance sheet date, the Group was in breach of a gross leverage covenant relating to its bank facility of which the company is a part. 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.

Further details in relation to the disclosure of bank borrowings as falling due within one year is outlined at note 7.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

As a condition to the availability of the bank loan and overdraft facilities made available by The Royal Bank of Scotland plc to Lateral City Limited, CSG Glasgow Limited, Love Loan Limited and St Andrew Square (Property) Limited, all related by virtue of common ownership (the “Related Group”), The Royal Bank of Scotland plc (in its capacity as Security Agent) holds a floating charge over all the assets of the company and certain fixed charges over certain assets of the company. Under the terms of these finance documents the Related Group must meet certain financial covenants in relation to the Related Group’s financial position. The company’s liability in respect of these finance documents (including pursuant to the guarantees granted under these finance documents) as at 30 June 2025 amounted to £52.7m.

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

Subsequent to the reporting date, the Group, of which the company is a part, 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.

As at 30 June 2025, the immediate parent company and the largest group in which the results are consolidated is CSG Hotels and Apartments Limited, a company registered in Scotland whose registered address is C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, City Of Edinburgh, Scotland, EH3 7PE. The accounts of CSG Hotels and Apartments Limited can be obtained from the Companies House online register at https://www.gov.uk/government/organisations/companies-house. The ultimate parent company is CSG H&A Holdings Limited, a company registered in Scotland whose registered address is C/O Johnston Carmichael, 7-11 Melville Street, Edinburgh, City Of Edinburgh, Scotland, EH3 7PE. The ultimate controlling party is Christopher Stewart.

The company has taken advantage of the exemption available in FRS 102 Section 1A whereby it has not disclosed transactions with the immediate parent company or any wholly owned subsidiary undertaking of the group.