REGISTERED NUMBER: 04216699 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2026

FOR

SWANSTON HOLDINGS PLC

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Statement of Cash Flows

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mrs P C Grant

N L Grant

A L Grant

Mrs H R Armstrong

SECRETARY:

N L Grant

REGISTERED OFFICE:

34 Waterloo Road

Wolverhampton

WV1 4DG

REGISTERED NUMBER:

04216699 (England and Wales)

AUDITORS:

Crombies Accountants Limited

Chartered Accountants and Statutory Auditor

34 Waterloo Road

Wolverhampton

West Midlands

WV1 4DG

The directors present their strategic report of the company and the group for the year ended 31 May 2026.

The results for the year are set out on page 8 of the financial statements. Profit before tax for the year was £174,145 2025: £42,729). The directors consider both the profit achieved on ordinary activities before taxation and the year-end financial position to be satisfactory in light of the trading environment described below.

REVIEW OF BUSINESS

The company continues to own a portfolio of commercial investment properties and to benefit from rental income from substantial tenants, most of whom are in the retail sector.The majority of leases are in excess of ten years.

Rental and associated income has increased from the previous year. The company has undertaken a program of significant refurbishment of properties during any void periods to ensure that the portfolio remains attractive to potential tenants, and this has resulted in a good level of re-letting on attractive terms.

The wholly owned subsidiary Cubberley Estates Limited continues to own a portfolio of residential properties in Ross-on-Wye which are let on a short term basis.

PRINCIPAL RISKS AND UNCERTAINTIES

The company derives most of its income from well known high street retailers whose financial performance fluctuated over the last year. The risk is mitigated by the overall financial strength of these tenants whose cash flows are robust.

Whilst the directors acknowledge there are greater challenges facing the UK retail sector, they consider that the varied nature of the existing tenants spreads that risk so that income streams can be maintained in the future.

Future changes in interest rates could adversely affect the company's liquidity. Cash resources however remain good and external borrowing levels represent less than 30% of the value of the property portfolio and it is therefore envisaged that any potential increase in interest rates can be absorbed without difficulty

SECTION 172(1) STATEMENT

The directors confirm that they have acted in good faith in the way they consider what would be most likely to promote the success of the group and company for the benefit of its stakeholders as a whole. In doing so they have considered, amongst other matters, those set out in section 172(1) (a) to (f) of the Companies Act 2006 as to :

-the likely consequence of any decision in the long term

-the interests of the group's employees

-the need to foster the group's business relationships with suppliers, customers and others

-the impact of the group's operations on the community and the environment

-the desirability of the group to maintain a reputation for high standards of business conduct and

-the need to act fairly as between the members of the group

The stakeholders the directors consider in this regard are primarily its employees and customers but also the wider community. Engagement with all the stakeholders is of fundamental importance across the business and the directors are focused on building these relationships on a continuous basis.

FUTURE DEVELOPMENTS

The group will continue to manage it's property portfolio and refurbish properties as necessary to ensure that they remain competitive and attractive to potential tenants.

STATEMENT OF CORPORATE GOVERNANCE ARRANGEMENTS

The directors recognise the importance of high standards of corporate governance to ensure that the group and company are managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term.

The directors are committed to providing the leadership required to ensure that the culture that is so integral to the success of the business is embedded within it and work hard to engage with employees and other key stakeholders to ensure that this healthy corporate culture continues to be delivered through open and honest dialogue regarding, amongst other things, HR policies, GDPR, gender pay review, health and safety and employee communications

ON BEHALF OF THE BOARD:

N L Grant - Director

29 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2026.

DIVIDENDS

The total distribution of dividends for the year ended 31 May 2026 will be £ 112,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2025 to the date of this report.

Mrs P C Grant

N L Grant

A L Grant

Other changes in directors holding office are as follows:

Mrs H R Armstrong - appointed 17 October 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Crombies Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

N L Grant - Director

29 October 2026

Opinion

We have audited the financial statements of Swanston Holdings PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 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; 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

Auditors' 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 a Report of the Auditors 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 is detailed below:

-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

-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, UK taxation legislation and other laws and regulations identified as risk areas from 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;

-tested journal entries to identify unusual transactions;

-assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

-investigated the rationale behind significant or unusual transactions.

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;

-reading the minutes of meetings of those charged with governance;

-enquiring of management as to actual and potential litigation and claims; and

-reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

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 the 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 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 Report of the Auditors.

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 a Report of the Auditors 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.

Ian Cattell FCA (Senior Statutory Auditor)

for and on behalf of Crombies Accountants Limited

Chartered Accountants and Statutory Auditor

34 Waterloo Road

Wolverhampton

West Midlands

WV1 4DG

29 October 2026

TURNOVER

897,080

885,855

Administrative expenses

361,424

486,998

OPERATING PROFIT

4

535,656

398,857

Interest receivable and similar income

3,586

31

539,242

398,888

Interest payable and similar expenses

5

365,097

356,159

PROFIT BEFORE TAXATION

174,145

42,729

Tax on profit

6

34,300

23,500

PROFIT FOR THE FINANCIAL YEAR

139,845

19,229

Profit attributable to:

Owners of the parent

139,845

19,229

PROFIT FOR THE YEAR

139,845

19,229

OTHER COMPREHENSIVE INCOME

Fair value adjustment

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

139,845

19,229

Total comprehensive income attributable to:

Owners of the parent

139,845

19,229

FIXED ASSETS

Tangible assets

9

341,499

368,870

Investments

10

-

-

Investment property

11

19,015,919

19,265,919

19,357,418

19,634,789

CURRENT ASSETS

Debtors

12

56,882

60,280

Cash at bank

439,397

99,287

496,279

159,567

CREDITORS

Amounts falling due within one year

13

264,099

216,065

NET CURRENT ASSETS/(LIABILITIES)

232,180

(56,498

)

TOTAL ASSETS LESS CURRENT LIABILITIES

19,589,598

19,578,291

CREDITORS

Amounts falling due after more than one year

14

(5,312,696

)

(5,309,852

)

PROVISIONS FOR LIABILITIES

17

(9,318

)

(28,700

)

NET ASSETS

14,267,584

14,239,739

CAPITAL AND RESERVES

Called up share capital

18

51,355

51,355

Share premium

19

359,075

359,075

Fair value reserve

19

2,431,718

2,519,394

Retained earnings

19

11,425,436

11,309,915

SHAREHOLDERS' FUNDS

14,267,584

14,239,739

The financial statements were approved by the Board of Directors and authorised for issue on 29 October 2026 and were signed on its behalf by:

N L Grant - Director

FIXED ASSETS

Tangible assets

9

341,028

368,280

Investments

10

360,430

360,430

Investment property

11

18,080,920

18,330,920

18,782,378

19,059,630

CURRENT ASSETS

Debtors

12

463,582

253,934

Cash at bank

437,417

97,499

900,999

351,433

CREDITORS

Amounts falling due within one year

13

247,506

199,589

NET CURRENT ASSETS

653,493

151,844

TOTAL ASSETS LESS CURRENT LIABILITIES

19,435,871

19,211,474

CREDITORS

Amounts falling due after more than one year

14

5,312,696

5,054,677

NET ASSETS

14,123,175

14,156,797

CAPITAL AND RESERVES

Called up share capital

18

51,355

51,355

Share premium

19

359,075

359,075

Fair value reserve

19

2,202,007

2,289,683

Retained earnings

19

11,510,738

11,456,684

SHAREHOLDERS' FUNDS

14,123,175

14,156,797

Company's profit/(loss) for the financial year

78,378

(22,583

)

The financial statements were approved by the Board of Directors and authorised for issue on 1 September 2026 and were signed on its behalf by:

N L Grant - Director

Called up

Fair

share

Retained

Share

value

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 June 2024

51,355

11,336,004

359,075

2,497,076

14,243,510

Changes in equity

Dividends

-

(23,000

)

-

-

(23,000

)

Total comprehensive income

-

(3,089

)

-

22,318

19,229

Balance at 31 May 2025

51,355

11,309,915

359,075

2,519,394

14,239,739

Changes in equity

Dividends

-

(112,000

)

-

-

(112,000

)

Total comprehensive income

-

227,521

-

(87,676

)

139,845

Balance at 31 May 2026

51,355

11,425,436

359,075

2,431,718

14,267,584

Called up

Fair

share

Retained

Share

value

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 June 2024

51,355

11,502,267

359,075

2,289,683

14,202,380

Changes in equity

Dividends

-

(23,000

)

-

-

(23,000

)

Total comprehensive income

-

(22,583

)

-

-

(22,583

)

Balance at 31 May 2025

51,355

11,456,684

359,075

2,289,683

14,156,797

Changes in equity

Dividends

-

(112,000

)

-

-

(112,000

)

Total comprehensive income

-

166,054

-

(87,676

)

78,378

Balance at 31 May 2026

51,355

11,510,738

359,075

2,202,007

14,123,175

Cash flows from operating activities

Cash generated from operations

1

360,001

608,405

Interest paid

(365,097

)

(356,159

)

Tax paid

(23,500

)

(29,286

)

Net cash from operating activities

(28,596

)

222,960

Cash flows from investing activities

Purchase of tangible fixed assets

(3,321

)

(1,316

)

Sale of fixed asset investments

(18,406

)

-

Sale of investment property

250,000

-

Interest received

3,586

31

Net cash from investing activities

231,859

(1,285

)

Cash flows from financing activities

Amount withdrawn by directors

248,847

(329,401

)

Equity dividends paid

(112,000

)

(23,000

)

Net cash from financing activities

136,847

(352,401

)

Increase/(decrease) in cash and cash equivalents

340,110

(130,726

)

Cash and cash equivalents at beginning of year

2

99,287

230,013

Cash and cash equivalents at end of year

2

439,397

99,287

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2026

2025

£

£

Profit before taxation

174,145

42,729

Depreciation charges

18,881

21,650

Loss on disposal of fixed assets

30,217

40,755

Finance costs

365,097

356,159

Finance income

(3,586

)

(31

)

584,754

461,262

Decrease in trade and other debtors

3,398

70,206

(Decrease)/increase in trade and other creditors

(228,151

)

76,937

Cash generated from operations

360,001

608,405

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 May 2026

31.5.26

1.6.25

£

£

Cash and cash equivalents

439,397

99,287

Year ended 31 May 2025

31.5.25

1.6.24

£

£

Cash and cash equivalents

99,287

230,013

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.6.25

Cash flow

At 31.5.26

£

£

£

Net cash

Cash at bank

99,287

340,110

439,397

99,287

340,110

439,397

Debt

Debts falling due after 1 year

(4,500,000

)

-

(4,500,000

)

(4,500,000

)

-

(4,500,000

)

Total

(4,400,713

)

340,110

(4,060,603

)

1.	STATUTORY INFORMATION

Swanston Holdings PLC is a public unquoted company, registered in England and Wales and whose shareholders' liability is limited by shares. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

In preparing these financial statements, the directors have had to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenditure.

The estimates and associated assumptions are based on historic experiences and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The judgements, estimates and assumptions which have significant risk of material adjustments to carrying amount of assets and liabilities are:

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors, In re-assessing asset lives, factors such as technical innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Bad debt provision

The company has recognised provisions against specific trade debtor balances. The judgements and estimates necessary to calculate these provisions are based on historical experience and other reasonable factors. This provision is based on the age of debt balances and the assessed recoverability.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Tangible assets 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.

At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined by which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the statement of income and retained earnings during the period in which they are incurred.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

No depreciation is charged on investment property as the directors consider the valuation to reflect its fair value at the balance sheet date.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.