The directors present the strategic report for the year ended 31 December 2024.

Objective

From the point of creation in the period, the group’s long term objective is to become an established provider of hotel and hospitality and to deliver growth to the shareholders.

The group continues to pursue all financial means under management to reach this objective.

Key business strategy

In pursuit of this objective the Directors will seek to:

• Grow relevant relationships with lenders, customers and other stakeholders,

• Operate hotels with the best brands in the right locations

• Invest in key personnel and management as required

The Group operates in a tough market during a cost of living crisis and post COVID recovery. The strategy of the group is continually evolving to suit the change aspects of the business in order to meet its objectives.

Principal risks and uncertainties

The key risk areas are:

• Changes in key market segments;

• Market interest rate changes;

• Customer pricing;

The directors consider there to be an appropriate structure in place to plan for and mitigate risks.

The group operates in a competitive market . The risks associated with this are mitigated by ensuring the group offers a high quality service across all areas of the business in line with the expectations of the widely recognized brand name and by targeting business customers as well as the tourism sector.

The group's financial instruments comprise cash at bank, borrowings, financial derivatives, trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations to maintain a cash liquidity buffer to mitigate this risk.

Customer pricing is under constant review. Excellent customer service and investment of capital expenditures, as well as strong client relationships are used to mitigate this risk.

The group continues to seek further hotel and investment opportunities and is focused on growing the core management team within the organisation. As a result of this the directors believe that the rebounding strength of the UK economy, underlined by the strong locations of the hotel sites within the group will allow for a positive future prospect.

Financial key performance indicators include the monitoring of the management of profitability and working capital.

Total revenue - represents growth of the business

Gross profit - represents residual profit after selling a product or service before deducting any associated overhead costs

Gross margin - shows production efficiency of the business

EBITDA - serves as an indicator of a company's overall financial position

EBITDA margin - shows a company's operating profitability

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The results for the year are set out on page 9.

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

Affinia (Stratford) were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put to a General Meeting.

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 company’s auditor 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 company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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 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 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.

We have audited the financial statements of Lethendy Bolton Limited (the 'company') for the period ended 31 December 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period 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 qualified opinion

The financial statements for the period to 31 December 2023 included a disclaimer of opinion. On this basis, we have been unable to rely on the opening balance position for the period to 31 December 2024 and therefore the comparatives stated within the financial statements.

In addition to the above matter, we have also identified a number of exceptional items in the period to 31 December 2024 as detailed in Note 3 of the financial statements on which we were unable to obtain sufficient audit evidence to support their allocation and catergorisation. As a result, material balances have been adjusted and we have been unable to confirm the allocation and categorisation of the expense within the profit and loss of the entity as a result of these adjustments. It is our opinion that the allocation and categorisation of the exceptional costs in the profit and loss in itself do not represent a material misstatement within other areas of the financial statements.

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 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 qualified opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 director is 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the director's report has been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis for qualified opinion section of our report, 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 director's 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:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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:

• 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 of the information

As explained more fully in the directors' responsibilities statement, 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.

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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,

including fraud and non-compliance with laws and regulations, was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the hospitality sector;

• We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, environmental and health and safety legislation;

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• Considering the internal controls in place to mitigate risks of fraud and non-​compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical procedures to identify any unusual or unexpected relationships;

• Assessed whether judgements and assumptions made in determining the accounting estimates around interest rate on loans to group companies were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• Agreeing financial statement disclosures to underlying supporting documentation;

• Enquiring of management as to actual and potential litigation and claims; and

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Lethendy Bolton Limited is a private company limited by shares incorporated in Scotland. The registered office is 5 Carden Place, Aberdeen, AB10 IUT.

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 amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This 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:

• 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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.

The financial statements of the company are consolidated in the financial statements of Lethendy Estates Limited.

At the time of approving the financial statements, the company has been subject to, as per the notes in the financial statements, a significant amount of refinancing and restructuring since the year end date.true

As a result of the restructuring that occurred in December 2025, and the refinancing that has occurred in September 2026, the directors believe that the going concern basis of the company is secure, underpinned by a strong property value and a profitably trading hotel operation. As part of the restructure in December 2025, the internal group debt held by this company was also reduced per the notes to the financial statements.

Furthermore, the future projections and structure of the business suggest a return to cash flow positivity as a result of the refinancing facility and ongoing support of the group structure in which this entity sits.

In addition to the above, whilst noted that there is an ongoing contingent liability in relation to the historical VAT analysis of the company, the directors are confident that this can be resolved positively with HMRC.

As such, at the date of the approval of the financial statements the directors are optimistic that the business and the company is a going concern is secure based on the ongoing profitability of the business, secured external funding, and reduced internal debt.

Turnover represents income from food and beverage sales, hotel services, room hire and related services, excluding value added tax. Turnover is stated at the fair value of the consideration receivable, net of value added tax, rebates and discounts.

Revenue from services provided is recognised when the company has performed its obligations and in exchange obtained the right to consideration.

Turnover consists of sales at the company's hotel and excludes value added tax. Turnover is recognised when goods and services are supplied to the guests.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the

goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured

reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the

costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of

completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The

stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff

rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue

is recognised only to the extent of the expenses recognised that it is probable will be recovered

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 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 profit or loss.

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 profit or loss, 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 profit or loss, 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 materials and. where applicable. direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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 profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

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 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.

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 profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 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.

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

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Provision is made for bad debts. This requires management’s best estimate of the value of payments expected to be received in future. In addition, the timing of the cash flows require management’s judgement.

The company's property is recorded at cost less accumulated depreciation and impairment. Given the losses generated to date, there is risk and associated judgement in relation to considering whether the property is at risk of impairment. Management obtain an annual valuation of this property by an independent party and assess impairment on an annual basis by reference to the indicative market value included within the valuation report.

The current year exceptional item relates to the write off of historical and unknown balances.

The prior year relates to the revaluation of intercompany balances to align the accounts to parent company position.

As part of the HMA with Michels & Taylor Op-CO B Limited, all previous company employees were transferred across to Michels and Taylor Op-Co B Limited and hence the average monthly number of persons is limited to statutory directors. Aggregate remuneration disclosed below was recharged back to Lethendy Bolton Limited under the HMA with Michels & Taylor Op-Co B Limited.

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

Through the HMA with Michels & Taylor Op-Co B Limited, the company had access to a monthly average of 88 (2023: 86) persons (excluding directors) in the financial year.

Their aggregate remuneration comprised:

Freehold land and buildings with a carrying amount of £5,451k (2023: £6,189k) have been pledged to secure borrowings of the company. The company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

In previous periods, the company had restrictions placed over the sale of the land which the company's primary asset sits on and relates to litigation against the wider group. This restriction requires the company to seek third party consent to any sale of the land and buildings. These restrictions have been released subsequent to the year end as part of the wider restructuring and refinancing of the group.

Creditors due within one year includes bank loans of £5,390k (2023: £5,482k). At the year end this loan has been deemed to be treated as repayable within one year (2023: over one year) due to a breach of loan covenants.

As detailed in Note 12 to the financial statements, the external debt outstanding at year end, which was in breach of its terms with Starz Real Estate, was refinanced by Cohort Capital on 19 February 2025. Further to this period, the debt in relation to Cohort Capital was further refinanced on the 2 September 2026 by Metro Bank PLC, who at the date of the approval of the financial statements were the external debt holders of the company.

The bank loan was due to be repaid on 20 January 2025. The interest rate on the loan is LIBOR +4.5% per annum. There is a fixed and floating charge on land and buildings and the charge also contains a negative pledge. This charge was satisfied on 21 February 2025 by way of a refinance with Cohort Capital Limited noted below.

Subsequent to the balance sheet date, on 19 February  2025 a new charge was created by Cohort Capital Limited which contains a fixed and floating charge over the land and buildings and this charge also contains a negative pledge.  This charge was satisfied on 4 September 2026 as per the refinancing with Metro Bank Plc noted below.

On 2 September 2026, two new charges were created by Metro Bank PLC which contain a fixed and floating charge covering all property and undertakings of the company. The charges also contain a negative pledge.

The amount repayable to group undertakings is dependent on a number of internal and external factors. The intention of the company is to repay all debts to the parent undertaking subsequent to repayment of the bank loan. Associated interest accruing at 5% per annum has been waived by the parent undertaking from time to time from the date of inception of this loan. As per the events arising subsequent to the year end, the debt at 31 December 2024 was due to Lethendy Estates Limited, and was subsequently partially waved, and the remainder of the loan then novated to European Real Estate Investment Hospitality Senior Limited as per the post balance sheet event note.

The company is currently assessing historical VAT returns with HMRC in relation to the business. At the date of the financial statements the probability and amount of interest and penalties pertaining to this assessment is currently unknown.

During the period and at the year end, the parent company is Lethendy Estates Limited. This is the largest group of undertakings for which group accounts are drawn up. The trustees of the MF Trust (a trust based in the Cayman Islands) during this period were deemed to be the ultimate controlling party of Lethendy Bolton Limited.

Subsequent to this, on 10 December 2025, European Real Estate Investment Hospitality Senior Limited purchased the entire share capital of Lethendy Bolton Limited, becoming the immediate parent company and European Real Estate Investment Issuer Designated Activity Company becoming the new ultimate controlling party. The registered office is 1 Francis Street, Dundalk, Louth, Ireland.

Amounts owed to Michels & Taylor Op-Co E Limited amounts to £50,000 (2023: £nil) at the reporting date.

Michels & Taylor Op-Co E Limited operate an enhanced HMA in relation to the company and assist in key operational areas of the hotel, as noted in note 5 of the financial statements. There was a common director between the two entities in the period.

Ultimate Controlling Party

On 10 December 2025, European Real Estate Investment Hospitality Senior Limited purchased the entire share capital of Lethendy Bolton Limited, becoming the immediate parent company and European Real Estate Investment Issuer Designated Activity Company becoming the new ultimate controlling party. The registered office is 1 Francis Street, Dundalk, Louth, Ireland.

Group restructuring

On 10 December 2025, Lethendy Bolton Limited purchased the entire share capital of Michels & Taylor Op-Co B Limited.

On the same date, European Real Estate Investment Hospitality Senior Limited purchased the entire share capital of Lethendy Bolton Limited, becoming the immediate controlling party.

On 2 September 2026, the trade and non-property assets of Lethendy Bolton Limited were transferred into a 100% subsidiary, Bolton Hotel Opco Limited as part of a restructure of the group. On this date, the enhanced HMA agreement that was in operation between Lethendy Bolton Limited and Michels & Taylor Op-Co B Limited was cancelled and replaced by a standard hotel operation and rental agreement between Lethendy Bolton Limited and Bolton Hotel Opco Limited.

At the date of the approval of the financial statements, Bolton Hotel Opco Limited and Michels & Taylor Op-Co B Limited were 100% subsidiaries of the Company.

Interest waivers

On 3 October 2025, interest on the loans from Lethendy Estates Limited was waived for the 2024 and 2025 financial years.

Amendments to intercompany long-term loans

On 5 February 2025, the repayment date of the £2,600k loan from Lethendy Estates Limited was amended to 26 February 2027.

On 18 February 2025, Lethendy Estates Limited granted Lethendy Bolton Limited a further unsecured loan facility of £6,721k.

On 10 December 2025, immediately before the group restructure agreement Lethendy Estates Limited agreed to waive an amount of the Total Debt, reducing the Total Debt owed by Lethendy Bolton Limited to £1,813k. This includes the amendments made on 5 February 2025, 18 February 2025 and 19 February 2025.

As a condition of the group restructure, all rights and obligations under the Lethendy loan agreement were novated and transferred to European Real Estate Investment Hospitality Senior Limited on completion.

Amendments to external long term loans

As detailed in Note 12 to the financial statements, the external debt outstanding at year end, which was in breach of its terms with Starz Real Estate, was refinanced by Cohort Capital on 19 February 2025. Further to this period, the debt in relation to Cohort Capital was further refinanced on the 2 September 2026 by Metro Bank PLC, who at the date of the approval of the financial statements were the external debt holders of the company.