LIVERPOOL_AIRPORT_PROPERT

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Contents

Directors, Principal Professional Advisers and Registered Office 2

Directors' Report 3

Independent Auditor's Report 5

Group Profit and Loss Account 9

Group and Parent Company Balance Sheets 10

Group and Parent Company Statement of Changes in Equity 11

Notes to the Financial Statements 12

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Directors, Principal Professional Advisers and Registered Office

Directors:

James Whittaker

Jonathan Kent, ACA

David Lord

Fiona Piercy

Registered Office

Venus Building

and Head Office:

1 Old Park Lane

TraffordCity

Manchester

M41 7HA

United Kingdom

Registered Number:

09859599

Auditor:

Deloitte LLP

Statutory Auditor

Manchester

United Kingdom

Bankers:

Royal Bank of Scotland

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Directors' Report for the year ended 31 March 2026

The directors present their annual report together with the audited financial statements of the group for the year ended 31 March 2026.

The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption.

The company has also taken the exemption under Section 414B not to prepare a strategic report.

Principal activities

The principal activities of the group is that of the provision of property investment, development and management.

Going concern

At 31 March 2026 the group is in a net current liabilities position. However, after making enquiries, along with confirmation that its joint owners Peel L&P Holdings (UK) Limited and Liverpool City Council will continue to provide the necessary level of support to enable it to continue to operate for a period of no less than 12 months from signing the financial statements, the directors have concluded they have a reasonable expectation that the company and the group has adequate resources to continue in operational existence for 12 months from signing the financial statements. The main contributing factor to the net current liabilities position is the bank loan being repayable in within one year. In October 2026, the group sold its subsidiary, Liverpool Airport Hotel Limited, together with the hotel for £11.0m. The proceeds from the sale were utilised to repay the bank loan in full. The other asset owned by Liverpool Airport Hotel Limited has been transferred at book value to Liverpool Airport Property Limited. In the absence of the loan and therefore a free of charge income generating asset and the continued presence of support from the shareholders, the directors continue to adopt the going concern basis in preparing the financial statements.

Further details regarding the adoption of the going concern basis can be found in the statement of accounting policies in Note 1 of the financial statements.

Post balance sheet event

In October 2026, the group sold its wholly owned subsidiary, Liverpool Airport Hotel Limited, together with its hotel asset, for a total consideration of £11.0m. The other asset owned by this company was transferred to another subsidiary Liverpool Airport Property Limited. With repayment of the loan and after taking into account costs associated with the sale, the net cash inflow for the group was approximately £2.0m.

As the transaction occurred after the reporting date, the disposal has not been reflected in the amounts recognised in these financial statements. The sale represents a non-adjusting event after the reporting period.

Directors

Except where stated, the directors who have held office during the financial year and up to the date of signing the financial statements are:

James Whittaker

Jonathan Kent, ACA

Nuala Gallagher (resigned 29 April 2026)

Sophie Bevan (resigned 17 September 2026)

David Lord (appointed 29 April 2026)

Fiona Piercy (appointed 17 September 2026)

Directors indemnities

The company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Auditor

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

Directors' Report for the year ended 31 March 2026 continued

Dividends

On 17 March 2025, the directors voted and approved a dividend payable to its joint owners of £600,000. This was paid on 28 March 2025. However, after the balance sheet date, the directors became aware that this dividend was in excess of the distributable reserves of the Company, but not the consolidated Group itself, at the time of the distribution. Therefore, the dividend was not in line with Companies Act 2006, Part 23 Chapters 2 and 3.

Subsequently, the dividend was partly recalled from the joint owners totalling £300,000. This amount is held as a related party debtor at year-end (2025: £300,000).

Directors' responsibilities statement

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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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; and

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.

Auditor and the disclosure of information to the auditor

Each of the persons who is a director at the date of approval of this report confirms that:

so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware; and

they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Future risks and uncertainties

The main risks affecting the group are planning risk and changes to the macroeconomic environment. Uncertainty in the national and local planning permission regimes arising from the change of government affects the ability to promote upcoming planning applications. An economic downturn in industrial and residential market conditions could lead to a fall in property values, reduced sales and an impact on tenants' ability to pay. Given that the group owns a number of investments that operate in the real estate sector, changes in sentiment in these markets could impact the value of those investments. Also, there is potential for the war in Iran to start again, which could cause changes to the macroeconomic environment and uncertainty.

Approved by the Board of Directors and signed on behalf of the Board

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Jonathan Kent, ACA

Director

23 October 2026

Independent Auditor's Report to the members of Liverpool Airport Property Holdings Limited

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of Liverpool Airport Property Holdings Limited (the ‘parent company') and its subsidiaries (the ‘group'):

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2026 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

the group profit and loss account;

the group and parent company balance sheets;

the group and parent company statements of changes in equity; and

the related notes 1 to 15.

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).

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 group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the ‘FRC's') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

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.

Independent Auditor's Report to the members of Liverpool Airport Property Holdings Limited continued

Responsibilities of directors

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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Independent Auditor's Report to the members of Liverpool Airport Property Holdings Limited continued

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the group's industry and its control environment, and reviewed the group's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group's business sector.

We obtained an understanding of the legal and regulatory framework that the group operates in, and identified the key laws and regulations that:

had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act and tax legislation; and

do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. These included General Data Protection Regulation, employment law, health and safety regulations and building regulations.

We discussed among the audit engagement team including relevant internal specialists such as tax, valuations, IT, and industry specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our

procedures performed to address them are described below:

Valuation of investment property, which presents a fraud risk due to the significant judgement required in the assumptions underlying the property valuations and inherent estimation uncertainty. We addressed the risk by challenging the principal assumptions used to derive the open market value through substantive procedures. These included;

•

the review of equivalent yields against market rates,

•

challenge of methodology by RICS certified internal experts, and

•

substantive testing of committed rent receivable and the assessment of disposals against fair value.

Valuation of investments in subsidiaries: we have challenged the directors' judgement regarding the appropriateness of the carrying value by: obtaining a copy of the latest financial information for the subsidiary where an investment is held and comparing the investment value to the net asset value of the entity where the investment is held to confirm whether there are any triggers for impairment and subsequently whether an impairment charge is required.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Independent Auditor's Report to the members of Liverpool Airport Property Holdings Limited continued

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

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

the information given in the 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.

In the light of the knowledge and understanding of the group and of the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; 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.

We have nothing to report in respect of these matters.

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.

Jonathan Dodworth (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Manchester, United Kingdom

23 October 2026

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Group Profit and Loss Account for the year ended 31 March 2026

Note

2026

£'000

2025

£'000

Turnover

1,578

1,562

Cost of sales

(25)

Gross profit

1,553

1,562

Administrative expenses

(271)

(114)

Operating profit

1,282

1,448

Net interest payable and similar expenses

(983)

(1,108)

Profit before taxation

299

340

Tax on profit

(117)

(84)

Profit for the financial year

182

256

All of the above results derive from continued operations.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Group and Parent Company Balance Sheets as at 31 March 2026

Group

Parent Company

2026

2025

2026

2025

Note

£'000

Fixed assets

Investment properties

17,125

Investments

3,196

17,125

3,196

Current assets

Debtors

326

631

332

311

Cash at bank and in hand

426

187

752

818

333

312

Creditors: amounts falling due within one year

(9,514)

(1,158)

(1,440)

(1,331)

Net current liabilities

(8,762)

(340)

(1,107)

(1,019)

Total assets less current liabilities

8,363

16,785

2,089

2,177

Creditors: amounts falling due after more than one year

(2,670)

(11,274)

Net assets

5,693

5,511

2,089

2,177

Capital and reserves

Called up share capital

2,136

Profit and loss account

3,557

3,375

(47)

Shareholder's funds

5,693

5,511

2,089

2,177

The loss for the financial year dealt with in the financial statements of the parent company was £88,000 (2025: £36,000).

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

The financial statements for Liverpool Airport Property Holdings Limited, company number 09859599, were approved by the directors and authorised for issue on 23 October 2026.

Signed on its behalf by

Jonathan Kent, ACA

Director

The accompanying notes form an integral part of these financial statements.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Group Statement of Changes in Equity for the year ended 31 March 2026

Called up

share capital

£'000

Profit

and loss

account

£'000

Total

£'000

At 1 April 2024

2,136

3,419

5,555

Profit and other comprehensive income for the financial year

256

Total comprehensive income for the financial year

256

Dividend paid

(300)

At 31 March 2025

2,136

3,375

5,511

Profit and other comprehensive income for the financial year

182

Total comprehensive income for the financial year

182

At 31 March 2026

2,136

3,557

5,693

Parent Company Statement of Changes in Equity for the year ended 31 March 2026

Called up

share capital

£'000

Profit

and loss

account

£'000

Total

£'000

At 1 April 2024

2,136

377

2,513

Loss and other comprehensive expense for the financial year

(36)

Total comprehensive expense for the financial year

(36)

Dividend paid

(300)

At 31 March 2025

2,136

2,177

Loss and other comprehensive expense for the financial year

(88)

Total comprehensive expense for the financial year

(88)

At 31 March 2026

2,136

(47)

2,089

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Notes to the Financial Statements

1. Accounting policies

The principal accounting policies are summarised below. The policies have been applied consistently throughout the year and the preceding period. The principal activities and operations of the group and its subsidiaries are set out in the report of the directors on pages 3 to 4.

Company information

Liverpool Airport Property Holdings Limited is a private company limited by shares and incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales with the company registration number 09859599. The registered office is Venus Building, 1 Old Park Lane, TraffordCity, Manchester, United Kingdom, M41 7HA.

Accounting convention

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain fixed assets, fair value of swaps and investments, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS102) issued by the Financial Reporting Council.

The functional currency of the group and company is considered to be pound sterling, because that is the currency of the primary economic environment in which the group and company operates. The financial statements are rounded to the nearest £000.

Going concern

As the group is in a position of having net current liabilities at 31 March 2026, the directors have received confirmation that joint owners Peel L&P Holdings (UK) Limited (“Peel”) and Liverpool City Council, will continue to provide the necessary level of support to enable the group to continue to operate for a period of no less than 12 months from signing the financial statements.

In considering the ability of Peel to provide any necessary support in the context of the uncertainties it faces as a result of the current economic climate, the directors have obtained an understanding of Peel's forecasts, the continuing availability of its facilities and its strategic and contingent plans.

Taking all these factors into account, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the 12 months from signing the financial statements. The main contributing factor to the net current liabilities position is the bank loan being repayable in within one year. In October 2026, the group sold its subsidiary, Liverpool Airport Hotel Limited, together with the hotel for £11.0m. The proceeds from the sale were utilised to repay the bank loan in full. The other asset owned by Liverpool Airport Hotel Limited has been transferred at book value to Liverpool Airport Property Limited. In the absence of the loan and therefore a free of charge income generating asset and the continued presence of support from the shareholders, the directors continue to adopt the going concern basis in preparing the annual report and financial statements.

Group financial statements

The group financial statements consolidate the financial statements of the holding company and its subsidiary undertakings made up to 31 March each year from the date of acquisition.

The subsidiaries are consolidated under acquisition accounting principles from the date of acquisition. Results of subsidiary undertakings acquired or disposed of during the year are included from the date of acquisition or to the date of disposal to the extent of group ownership.

The separable net assets of subsidiary undertakings acquired are included in the group financial statements at their fair value to the group at the date of acquisition including provisions and liabilities taken into consideration in assessing the fair value of the business acquired.

As permitted by section 408 of the Companies Act 2006, a separate profit and loss account for the holding company is not presented.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Notes to the Financial Statements continued

1. Accounting policies continued

Investment properties

Investment properties for which fair value can be measured reliably without undue cost or effort on an ongoing basis are measured at fair value annually with any change recognised in the profit and loss account.

Properties in the course of development or practically completed but not substantially let are included in the balance sheet at cost subject to provisions if the directors consider it prudent having regard to the prevailing market conditions. Cost includes interest and directly attributable overheads whilst the property is in the course of development.

Investment property sales are recognised upon unconditional exchange.

Reclassifications between investment properties, other fixed assets and stocks are made at the lower of net book value and net realisable value.

Fixed asset investments

Investments in non-derivative instruments that are the equity of the issuer (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit and loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

In the company financial statements fixed asset investments in subsidiary undertakings are stated at cost less provision for impairment. Cost represents the aggregate cash consideration, costs incurred and either the fair or the nominal value of shares issued.

In the group financial statements investments in and loans to joint ventures are accounted for using the equity method.

Equity instruments

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.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Notes to the Financial Statements continued

1. Accounting policies continued

Taxation

Current tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and it's results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Cash and cash equivalents

Cash at bank and in hand 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. Bank overdrafts are shown within borrowings in

current liabilities.

Turnover

The turnover of the group has been derived from its principal activities and is stated net of VAT.

Property rental income from investment property is accounted for on an accruals basis and is recognised on a straight-line basis over the lease term. Rental premiums are spread evenly over the lease term.

Trading property sales are accounted for on a legal completion basis.

Leased assets – group as lessor

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

Notes to the Financial Statements continued

1. Accounting policies continued

Bank borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the profit and loss account using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year in which they arise.

Finance expenses

Interest directly attributable to both investment and trading properties in the course of development and other fixed assets is included in

the cost thereof. Interest is capitalised on a simple interest basis without allowing for any tax relief thereon. Issue costs associated with borrowings are charged to the profit and loss account over the term of the borrowings and represent a constant proportion of the balance of capital repayments outstanding. Accrued finance costs attributable to borrowing where the maturity date of issue is less than 12 months are included in accrued charges within current liabilities. For all borrowings accrued finance expenses and issue costs are included in the carrying value of those borrowings.

Financial assets and financial liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments which comply with all of the condition of paragraph 11.9 of FRS 102 are classified as 'basic'. For debt instruments that do not meet the conditions of FRS 102.11.9, it is considered whether the debt instrument is consistent with the principle in paragraph 11.9A of FRS 102 in order to determine whether it can be classified as basic. Instruments classified as 'basic' financial instruments are subsequently measured at amortised cost using the effective interest method.

Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

With the exception of some hedging instruments, other debt instruments not meeting conditions of being 'basic' financial instruments are measured at fair value through profit or loss.

Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.

Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Notes to the Financial Statements continued

1. Accounting policies continued

Impairment of financial assets

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying amount value had no impairment been recognised.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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.

Critical judgements in applying the group's accounting policies

The directors do not consider there to be any critical accounting judgements that must be applied other than those that include an element of uncertainty.

Key sources of estimation uncertainty

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are addressed below:

Investment properties

A key source of estimation and uncertainty relates to the valuation of investment properties and other fixed assets, where a valuation is obtained annually, as at 31 March, either by professionally qualified external valuers, or by the group's own internal qualified staff. The evidence to support these valuations is based primarily on recent, comparable market transactions on an arm's length basis. Property valuations are one of the principal uncertainties of the group.

The value of investment properties at 31 March 2026 is £17.1m (2025: £17.1m). The key assumptions can be found in note 6.

Net interest payable and similar expenses

Group

2026

£'000

2025

£'000

On bank loans and overdrafts

581

696

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Amortisation of loan fees

Other interest

374

397

983

1,114

Other interest receivable

(6)

Net interest payable and similar expenses

983

1,108

Particulars of staff

The group and the company have no employees other than the directors (2025: same).

Notes to the Financial Statements continued

5. Dividends

Group

2026

£'000

2025

£'000

Final dividend paid of £nil per share (2025: 14 pence per share)

300

Investment properties

Group

Long

Leasehold

£'000

Valuation:

At 1 April 2025 and at 31 March 2026

17,125

There have been no additions, disposals or revaluation during the current year.

The historical cost to the group of all investment properties is £13,350,000 (2025: £13,350,000).

100% of the investment property portfolio was professionally valued by the group's own Royal Institution of Chartered Surveyors qualified staff.

The valuations were undertaken in accordance with “Red Book Principles” and were conducted on the basis of Market Value. The investment properties are valued by adopting the ‘investment method' of valuation. This approach involves applying capitalisation yields to current and, if any, reversionary income streams. The capitalisation yields and future rental values are based on comparable property and leasing transactions in the market using the valuers' professional judgement and market observation. All of the valuers hold professional qualifications and have many years of relevant experience in valuing these types of assets.

Property rental income earned in the year was £1,578,000 (2025: £1,562,000).

There are no contractual obligations for repairs and maintenance or health and safety.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Notes to the Financial Statements continued

Investments

Parent

Company

Shares in subsidiary undertakings:

£'000

Cost and net book value at 31 March 2025 and at 31 March 2026

3,196

Subsidiary undertakings

The subsidiary undertakings consolidated as at 31 March 2026, all of which were wholly owned ordinary shares, unless otherwise stated, were as follows:

Incorporated

Company

Group Shareholding

Principal activities

England & Wales

Liverpool Airport Property (Intermediate) Limited **

100%

Holding company

England & Wales

Liverpool Airport Property Limited

100%

Property investment

England & Wales

Liverpool Airport Hotel Limited

100%

Property management

directly owned.

All the subsidiaries above incorporated in England and Wales have the registered office Venus Building, 1 Old Park Lane, TraffordCity, Manchester, United Kingdom, M41 7HA.

Audit exemption

The following subsidiary undertakings have claimed exemption from audit under section 479A Companies Act 2006:

Incorporated

Company

Company number

Principal activities

England & Wales

Liverpool Airport Property (Intermediate) Limited

09861382

Holding company

England & Wales

Liverpool Airport Hotel Limited

06253477

Property management

Debtors

Group

Parent Company

2026

£'000

2025

£'000

2026

£'000

2025

£'000

Amounts owed by related parties

307

615

329

311

Other debtors

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Corporation tax recoverable

326

631

332

311

Group amounts owed by related parties include £nil (2025: £308,000) in respect of trade balances which are repayable on standard trade terms with no interest charged on the outstanding amount.

Group amounts owed by related parties include £300,000 (2025: £300,000) due from parent companies which are repayable on demand with no interest charged on the outstanding amount.

The remainder of group amounts owed by related parties are repayable on demand with no interest charged on the outstanding amount.

Notes to the Financial Statements continued

9. Creditors: amounts falling due within one year

Note

Group

Parent Company

2026

£'000

2025

£'000

2026

£'000

2025

£'000

Secured bank loans

8,604

173

Loans from parent companies

Debt

8,604

173

Amounts owed to group undertakings

1,393

1,331

Amounts owed to related parties

120

Trade creditors

Other creditors

149

Corporation tax

Accruals

359

417

Deferred income

377

375

9,514

1,158

1,440

1,331

Details of interest rates and maturity dates of the above borrowings are disclosed in note 10.

Included within the secured bank loans are un-amortised debt costs £41,000 (2025: £27,000).

Amounts owed to group undertakings carry interest at 2.25% (2025: 1.5%) above the base rate and are repayable on demand.

Amounts owed to related parties in respect of trade balances are repayable on standard trade terms.

The remainder of group amounts owed by related parties are repayable on demand with no interest charged on the outstanding amount.

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Notes to the Financial Statements continued

10. Creditors: amounts falling due after more than one year

Group

Parent Company

2026 £'000

2025 £'000

2026 £'000

2025 £'000

Secured bank loans

8,604

Loans from parent companies

2,670

Debt

2,670

11,274

Interest is charged at Sterling Overnight Index Average (SONIA) plus a margin of 2.5% (2025: 2.5%)

Included within the secured bank loans are un-amortised debt costs £nil (2025: £41,000).

Loans from parent companies are 50% with each ultimate parent company. Interest is payable at a rate of SONIA plus margin of 10% (2025: 10%). The maturity date of the loan is September 2027.

Repayment of gross debt

Group

2026

£'000

2025

£'000

Bank loans

Within 1 year

8,604

173

Between 1 and 5 years

8,604

8,777

Loans from parent companies

Between 1 and 5 years

2,670

11. Operating lease receivables

The total future amounts receivable by the group under non-cancellable operating leases are as follows:

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Group

2026

£'000

2025

£'000

Within one year

1,578

Between one and five years

6,314

4,382

In over five years

78,767

78,198

86,659

84,158

Notes to the Financial Statements continued

12. Called up share capital and reserves

Parent Company and Group

Allotted and fully paid

Equity share capital

Number

£'000

Ordinary A shares of £1 each:

1,601,634

1,602

Ordinary B shares of £1 each:

533,800

534

At 1 April 2025 and 31 March 2026

2,135,434

2,136

The holders of the A shares are entitled to 50.1% of Liverpool Airport Property Holdings Limited's distributable profits and to 50.1% of Liverpool Airport Property Holdings Limited's assets on winding up. The holders of the B shares are entitled to 49.9% of Liverpool Airport Property Holdings Limited's distributable profits and to 49.9% of Liverpool Airport Property Holdings Limited's assets on winding up.

The profit and loss reserve represents cumulative profits or losses, including unrealised profit on the remeasurement of investment properties and investments.

13.

Related party transactions

During the year to 31 March 2026, companies within Liverpool Airport Property Holdings Limited group have made sales to fellow subsidiary Peel Leisure Operations No.1 Limited. The rent in the year totalled £996,000 (2025: £980,000) and the amount outstanding in respect of rent as at 31 March 2026 was £nil (2025: £308,000). There were recharges of £nil (2025: £1,098,000) and the amount outstanding in respect of recharges as at 31 March 2026 was £nil (2025: £nil).

Included in group amounts owed by related parties is a balance of £300,000 (2025: £300,000) due from the two joint venture parent companies in respect of dividend overpaid, now recoverable.

Included in group amounts owed by related parties is a balance of £7,000 (2025: £7,000) group relief with Peel L&P Holdings (UK) Limited.

During the year to 31 March 2026, a subsidiary of Liverpool Airport Property Holdings Limited has been recharged by fellow subsidiary Liverpool Airport Limited. The recharges in the year totalled £43,000 (2025: £1,098,000) and the amount outstanding as at 31 March 2026 was £4,000 (2025: £120,000).

During the year to 31 March 2026, the group was charged for services by one of the joint venture parents Peel L&P Holdings (UK) Limited of £137,000 (2025: £208,000) and the amount outstanding as at 31 March 2026 was £nil (2025: £nil).

LIVERPOOL AIRPORT PROPERTY HOLDINGS LIMITED

Included in parent company amounts owed by related parties is an amount of £29,000 (2025: £11,000) group relief receivable from Peel L&P Holdings (UK) Limited.

At the year end £2,670,000 is owed to the ultimate parent companies in relation to the loan (2025: £2,670,000).

At the year end £184,000 is owed to the ultimate parent companies in relation to accrued loan interest (2025: £195,000).

14. Ultimate controlling party

In the opinion of the directors there is no ultimate controlling party as the company is owned jointly by Peel L&P Holdings (UK) Limited and Liverpool City Council.

The smallest group of companies of which the company is a member, that produces consolidated accounts, is Liverpool Airport Property Holdings Limited, a company incorporated in England and Wales. Its group financial statements are available from the Company Secretary at its registered office, Venus Building, 1 Old Park Lane, TraffordCity, Manchester, United Kingdom, M41 7HA.

The largest group of companies in which the company belongs to, that produces consolidated accounts, is Peel Holdings Group Limited, a company incorporated in the Isle of Man. Its registered office is Ballaman Manor, Ballnahowe Road, Port Erin, Isle of Man, IM9 6JF. 50% of the results and net assets or liabilities of the Liverpool Airport Property Holdings Limited group are included under equity accounting.

Notes to the Financial Statements continued

15. Post balance sheet event