ACCOUNTS - Final Accounts preparation

Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:

Registered number: 13787652

PANDOX THISTLE LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

PANDOX THISTLE LIMITED

COMPANY INFORMATION

Directors	B L Williams
	W M Adriaanse
	A E Lindblom
	S J Torner


Company secretary	CSC CLS (UK) Limited


Registered number	13787652


Registered office	CSC CLS (UK) Limited
	5 Churchill Place
	10th Floor
	London
	E14 5HU


Independent auditor	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

PANDOX THISTLE LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditor's Report	3 - 6
Statement of Comprehensive Income	7
Statement of Financial Position	8 - 9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 - 22

PANDOX THISTLE LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors

The directors who served during the year were:

B L Williams

W M Adriaanse

A E Lindblom

S J Torner

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

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

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

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

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

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

Under section 487(2) of the Companies Act 2006, HaysMac LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 1

PANDOX THISTLE LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

B L Williams

Director

Date: 29 June 2026

Page 2

PANDOX THISTLE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX THISTLE LIMITED

Opinion

We have audited the financial statements of Pandox Thistle Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its 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's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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.

Page 3

PANDOX THISTLE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX THISTLE LIMITED (CONTINUED)

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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.

Page 4

PANDOX THISTLE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX THISTLE LIMITED (CONTINUED)

Auditor's 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.

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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Company and industry, we considered the extent to which non-compliance with laws and regulations might have a material effect on the financial statements We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax and sales tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙inspecting correspondence with regulators and tax authorities;

∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulations, and fraud;

∙reviewing legal expenses for evidence of any breaches of laws and regulations;

∙evaluating management's controls designed to prevent and detect irregularities;

∙identifying and testing journals, in particular journal entries posted with unusual account combinations, postings with high value transactions or rounded entries; and

∙challenging assumptions and judgements made by management in their critical accounting estimates, particularly in respect of the recoverability of debtors and their assessment of the valuation of investment property.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading lo a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Page 5

PANDOX THISTLE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANDOX THISTLE LIMITED (CONTINUED)

Use of our report

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

Christopher Morgan (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

29 June 2026

Page 6

PANDOX THISTLE LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover		3,508,716	2,927,462
Administrative expenses		(819,870)	(766,364)
Operating profit		2,688,846	2,161,098
Interest receivable and similar income		33,289	25,045
Interest payable and similar expenses		(2,887,442)	(3,155,310)
Loss before tax		(165,307)	(969,167)
Tax on loss	8	(877)	(463,220)
Loss for the financial year		(166,184)	(1,432,387)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 11 to 22 form part of these financial statements.

Page 7

PANDOX THISTLE LIMITED

REGISTERED NUMBER: 13787652

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£


Fixed assets
Tangible assets	9		39,314,038		39,632,984
			39,314,038		39,632,984
Current assets
Debtors	10	1,397,252		1,109,434
Cash at bank and in hand		1,656,460		1,176,606
		3,053,712		2,286,040
Creditors: amounts falling due within one year	11	(20,570,506)		(19,550,370)
Net current liabilities			(17,516,794)		(17,264,330)
Total assets less current liabilities			21,797,244		22,368,654

Creditors: amounts falling due after more than one year	12		(22,234,500)		(22,720,500)
			(437,256)		(351,846)
Provisions for liabilities
Deferred taxation	14	(422,209)		(341,435)
			(422,209)		(341,435)

Net liabilities			(859,465)		(693,281)

Capital and reserves
Called up share capital	15	1	1
Profit and loss account		(859,466)	(693,282)
		(859,465)	(693,281)

Page 8

PANDOX THISTLE LIMITED

REGISTERED NUMBER: 13787652

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

B L Williams

Director

Date: 29 June 2026

The notes on pages 11 to 22 form part of these financial statements.

Page 9

PANDOX THISTLE LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	1	739,105	739,106

Loss for the year	-	(1,432,387)	(1,432,387)

At 1 January 2025	1	(693,282)	(693,281)

Loss for the year	-	(166,184)	(166,184)
At 31 December 2025	1	(859,466)	(859,465)

The notes on pages 11 to 22 form part of these financial statements.

Page 10

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Pandox Thistle Limited is a private company limited by shares incorporated in England and Wales. The Company's registered number is 13787652 and its registered office is C/O CSC CLS (UK) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E145HU.
The Company's principal activities and nature of its operations are of the letting of own leased real estate. The address of the property and principal place of business is 231 Canongate, Edinburgh, United Kingdom, EH88DQ.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

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

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:

- paragraph 79(a)(iv) of IAS 1;

- paragraph 73(e) of IAS 16 Property, Plant and Equipment;

- paragraph 118(e) of IAS 38 Intangible Assets;

- paragraphs 76 and 79(d) of IAS 40 Investment Property; and

- paragraph 50 of IAS 41 Agriculture

∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Pandox AB. These consolidated financial statements are available from its website: https://www.pandox.se.

Page 11

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The Company is wholly reliant, for the foreseeable future, on the continued financial support from its ultimate parent company, Pandox AB, in order to meet its obligations as and when they fall due for the foreseeable future.
Management have reforecasted the expected financial performance and cash flows for the period up to 31 December 2027 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.
Whilst the letter of support is not legally binding the Board of Directors believe that the Company will be provided financial support from Pandox AB in order for the Company to meet its obligations as and when they fall due until 31 December 2027. The directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the support detailed in the letter.
Therefore on the basis of the above, the directors have approved the financial statements utilising the going concern basis of preparation.

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

Turnover

Turnover is recognised to the extent that it is probable that economic benefits will flow to the Company and that revenue can be reliably measured. Turnover is measured at the fair value of the consideration received or receivable. Turnover comprises rental income recognised on an accruals basis, exclusive of Value Added Tax and trade discounts.

Page 12

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Assets under construction are not subject to depreciation.

Page 13

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Investment property

over 100 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.13

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 14

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

Page 15

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Financial instruments (continued)

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

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, if the revision affects only that period, or in the period of the revision and future periods if 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 outlined below.

Impairment of Investment property

A key source of estimation uncertainty arises in relation to the impairment of investment property, which is held at cost less depreciation and accumulated impairments. At each financial reporting date, management undertake an assessment to determine whether there are indicators of impairment. Where such indicators are determined exist, management perform an impairment review by estimating the recoverable amount of the relevant assets, which is considered to be the higher of the fair value less costs to sell, and the net present value of future cash flows.

Management primarily estimates the recoverable amount using internal valuations from Pandox's internal valuations team, with external valuations obtained from RICS-qualified firms to provide an independent point of reference. The valuation process requires judgement, particularly in determining the appropriate yield, which is informed by available market data for the relevant geographical location and other influencing factors. These estimates are based on management’s best assessment of current market conditions at the reporting date. Actual outcomes may vary from these estimates. As at the reporting date, management concluded that there were no indicators of impairment.

Recoverability of debtors
Trade and other receivables are recognised to the extent that they are judged recoverable. Director reviews are performed to estimate the level of reserves required for irrecoverable debt, considering customer credit worthiness, current economic trends and changes in customer payment terms. Provisions are made specifically against invoices where recoverability is uncertain.

Page 16

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditor for the audit of the Company's financial statements

15,000

12,000

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £Nil).

6.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	33,289	25,045
		33,289	25,045

7.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	1,509,603	1,728,574
Loans from group undertakings	1,377,839	1,426,736
	2,887,442	3,155,310

Page 17

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	354,629	186,998
Adjustments in respect of previous periods	(434,526)	181,446

Total current tax	(79,897)	368,444

	Deferred tax
	Origination and reversal of timing differences	80,774	94,776


	Tax on loss	877	463,220

Loss on ordinary activities before tax

(165,307)

(969,167)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(41,327)	(242,292)
Effects of:
Effect of expenses not deductible in determining taxable profit	3,388	251,951
Adjustment in respect of prior years	(434,526)	181,446
Transfer pricing adjustments	196,664	-
Deferred tax adjustments in respect of prior years	183,859	183,859
Fixed asset differences	88,256	88,256
Movement in deferred tax not recognised	4,563	-
Total tax charge for the year	877	463,220

Page 18

PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Tangible fixed assets

		Investment property
		£
	Cost
	At 1 January 2025	40,871,489
	Additions	89,872
	At 31 December 2025	40,961,361
	Depreciation
	At 1 January 2025	1,238,505
	Charge for the year	408,818
	At 31 December 2025	1,647,323
	Net book value
	At 31 December 2025	39,314,038
	At 31 December 2024	39,632,984

If the entity had accounted for the investment property at fair value, the valuation of the property as at 31December2025 is £44.2m.

10.

Debtors

					2025	2024
					£	£


Trade debtors	107,990	171,130
Other debtors	1	1
Prepayments and accrued income	1,037,935	715,970
Tax recoverable	251,326	222,333
	1,397,252	1,109,434

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PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	486,000	455,288
Trade creditors	20,676	2,880
Amounts owed to group undertakings	19,387,874	18,215,939
Other taxation and social security	97,467	253,362
Other creditors	-	288,818
Accruals and deferred income	578,489	334,083
	20,570,506	19,550,370

Amounts owed to group undertakings are interest bearing. The rate of interest payable in respect of the loan is a floating rate composed of compounded average SONIA (5bd lookback) plus a margin of 350bps per annum.
Interest is capitalised quarterly in arrears and the capitalised amount added to the principal amount outstanding under the loan. Prepaid financing fees of £30,712 have been netted off against the loan.

12.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Bank loans	22,234,500	22,720,500

Bank loans bear interest at a rate of 2.3% plus SONIA (for the relevant interest period) and are due for refinancing on 29 July 2027.

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PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Amounts falling due within one year
Bank loans	486,000	455,288
Amounts falling due 1-2 years
Bank loans	22,234,500	22,720,500


	22,720,500	23,175,788

Bank loans bear interest at a rate of 2.3% plus SONIA (for the relevant interest period) and are due for refinancing on 29 July 2027.

14.	Deferred taxation

		2025
		£

	At beginning of year	(341,435)
	Charged to profit or loss	(80,774)
	At end of year	(422,209)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Fixed asset timing differences

(422,209)

(341,435)

15.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary share of £1.00	1	1

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PANDOX THISTLE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	1,995,678	1,859,777
Later than 1 year and not later than 5 years	7,982,712	7,439,108
Later than 5 years	13,091,648	14,059,914
	23,070,038	23,358,799

17.	Controlling party

The immediate parent undertaking is Sech Holding AB, a company registered in Sweden. The largest and smallest group to consolidate the results of this company is the group headed by Pandox AB. The ultimate parent undertaking is Pandox AB, a company registered at Box 15, 10120 Stockholm, Sweden. Financial statements for Pandox AB are available from the following website: https://www.pandox.se.
There is no individual ultimate controlling party.

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