Directors Report 1

Directors' report The directors present their report and financial statements for the year ended 31 March 2019.
Principal activities and review of the business The principal activity of the company is property investment and management. The company owns both freehold and leasehold sites in the North East of England. The company's policy remains to reflect its completed investment property assets at valuation and at cost
As part of the ongoing review of the property portfolio, the company further developed and expanded one
In the coming year the company will continue to seek advantageous opportunities for both property
their value will be continued. Key performance indicators ("KPI's") The directors consider that the key financial performance indicators are those that reflect the performace of
and yield.
Going concern The directors' believe that preparing the financial statements on a going concern basis is appropriate due to
have received confirmation that Northumberland Estates Limited intends to support the company for a period of at least one year after the date of signing these financial statements.
Directors The directors who served the company during the year are stated on page 1.
So far as each person who was a director at the date of approving this report is aware, there is no relevant
the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that they are obliged to take as a director in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditors RSM UK Audit LLP were appointed on 25th February 2019 and a resolution to reappoint RSM UK Audit

Small company exemptions This report has been prepared in accordance with the special provisions applicable to companies subject to
On behalf of the Board

Lesley Ilderton
.kk Dece,...6r 7c19

2.0
Northumberland Estates Investments Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHUMBERLAND

Opinion We have audited the fmancial statements of Northumberland Estates Investments Limited (the 'company')
Income, the Statement of Changes in Equity, the Statement of Financial Position and notes to the fmancial 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 FRS 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 company's affairs as at 31 March 2019 and of its profit for the year

?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
?have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
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

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us

?the directors' use of the going concern basis of accounting in the preparation of the fmancial

?the directors have not disclosed in the financial statements any identified material uncertainties that
accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

4.0
Northumberland Estates Investments Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHUMBERLAND

Other information
The other information comprises the information included in the annual report, other than the financial

Our opinion on the financial statements does not cover the other information and, except to the extent

In connection with our audit of the financial statements, our responsibility is to read the other information
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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the 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

?the information given in the directors' report for the financial year for which the financial statements
?the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
?adequate accounting records have not been kept or returns adequate for our audit have not been received
?the financial statements are not in agreement with the accounting records and returns; or ?certain disclosures of directors' remuneration specified by law are not made; or ?we have not received all the information and explanations we require for our audit; or ?the directors were not entitled to prepare the financial statements in accordance with the small
report and from the requirement to prepare a strategic report.

5.0
Northumberland Estates Investments Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHUMBERLAND

Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 3, the directors are
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
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.
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
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 https://www.frc.org.uk/auditorsresponsibilities 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
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.
LJi UK AA-% 1-(t Claire Leece (Senior statutory auditor) For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants 1 St James' Gate Newcastle upon Tyne NE1 4AD
/6 (DLIA-6,/ ozpt?

6.0 Northumberland Estates Investments Limited

Directors Report 2

Directors' report The directors present their report and financial statements for the year ended 31 March 2018.
Principal activities and review of the business The principal activity of the company is property investment and management. The company owns both freehold and leasehold sites in the North East of England. The company's policy remains to reflect its completed investment property assets at valuation and at cost
As part of the ongoing review of the property portfolio, the company further developed and expanded one
properties performed as expected. In the coming year the company will continue to seek advantageous opportunities for both property
their value will be continued. Key performance indicators ("KPI's") The directors consider that the key financial performance indicators are those that reflect the performace of
and yield.
Going concern The directors' believe that preparing the financial statements on a going concern basis is appropriate due to
have received confirmation that Northumberland Estates Limited intends to support the company for a period of at least one year after the date of signing these financial statements.
Directors The directors who served the company during the year are stated on page 1.
So far as each person who was a director at the date of approving this report is aware, there is no relevant
the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that they are obliged to take as a director in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditors A resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual General

Small company exemptions This report has been prepared in accordance with the special provisions applicable to companies subject to
On behalf of the Board

Lesley Ilderton
217V- )02c,244.12er,24311s

2.0
Northumberland Estates Investments Limited

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with
Company law requires the directors to prepare financial statements for each financial year. Under that law
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the fmancial 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 judgments and estimates that are reasonable and prudent; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
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.

3.0
Northumberland Estates Investments Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHUMBERLAND

Opinion We have audited the financial statements of Northumberland Estates Investments Limited for the year ended
Statement of Changes in Equity, the Statement of Financial Position and the related notes 1 to 15 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 FRS 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 company's affairs as at 31 March 2018 and of its profit for the year

?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
?have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
responsibilities for the audit of the financial statements section of our report below. 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

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us

?the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or ?the directors have not disclosed in the financial statements any identified material uncertainties that
accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

4.0
Northumberland Estates Investments Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHUMBERLAND

Other information
The other information comprises the information included in the annual report, other than the financial

Our opinion on the financial statements does not cover the other information and, except to the extent

In connection with our audit of the financial statements, our responsibility is to read the other information
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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the 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

?the information given in the directors' report for the financial year for which the financial statements
?the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
?adequate accounting records have not been kept or returns adequate for our audit have not been received
?the financial statements are not in agreement with the accounting records and returns; or ?certain disclosures of directors' remuneration specified by law are not made; or ?we have not received all the information and explanations we require for our audit; or ?the directors were not entitled to prepare the financial statements in accordance with the small
report and from the requirement to prepare a strategic report.

5.0
Northumberland Estates Investments Limited

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTHUMBERLAND

Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 3, the directors are
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
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.
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
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 Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description

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
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

Caroline Mulley (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Newcastle upon Tyne
2018-12-21 00:00:00

6.0

Northumberland Estates Investments Limited

Directors Report 3

Directors' report The directors present their report and financial statements for the year ended 31 March 2017.
Principal activities and review of the business The principal activity of the company is property investment and management.
The company's policy remains to reflect its completed investment property assets at external valuation and
In the coming year the company will continue to seek advantageous opportunities for both property
their value will be continued. ?
Going concern The directors' believe that preparing the financial statements on a going concern basis is appropriate due to
have received confirmation that Northumberland Estates Limited intends to support the company for a period of at least one year after the date of signing these financial statements.
Directors The directors who served the company during the year were as follows:
The Duke of Northumberland Roderick Charles St. John Wilson John Brearley (resigned 31 May 2017) Colin Barnes Colin Davidson (appointed 28 February 2017) Lesley Ilderton (appointed 1 June 2017)
Disclosure of information to the auditors So far as each person who was a director at the date of approving this report is aware, there is no relevant
the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that he is obliged to take as a director in order to make himself aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditors A resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual General

Small company exemptions This report has been prepared in accordance with the special provisions applicable to companies subject to
On behalf of the Board

Lesley Ilderton
2017-12-20 00:00:00

2.0
Northumberland Estates Investments Limited

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with
Company law requires the directors to prepare financial statements for each financial year. Under that law
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 judgments and estimates that are reasonable and prudent; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
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.

Northumberland Estates Investments Limited

Independent auditors' report to the members of Northumberland Estates Investments Limited
We have audited the financial statements of Northumberland Estates Investments Limited for the year ended
Statement of Changes in Equity, the Statement of Financial Position 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 (United Kingdom Generally Accepted Accounting Practice), including FRS102 "The Financial Reporting standard applicable in the UK and the Republic of Ireland". This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
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.
Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are
fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on the financial statements
?give a true and fair view of the state of the company's affairs as at 31 March 2017 and of its loss for
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
of Ireland"; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
?the information given in the Directors' Report for the financial year for which the financial
?the Directors' Report have been prepared in accordance with applicable legal requirements.

4.0
Northumberland Estates Investments Limited

Independent auditors' report to the members of Northumberland Estates Investments Limited
In light of the knowledge and understanding of the company and its environment obtained in the course of
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
?adequate accounting records have not been kept, or returns adequate for our audit have not been
?the financial statements are not in agreement with the accounting records and returns; or ?certain disclosures of directors' remuneration specified by law are not made; or ?we have not received all the information and explanations we require for our audit; or ?the directors were not entitled to prepare the financial statements in accordance with the small
Report and take advantage of the small companies' exemption in preparing the Directors' Report.

Caroline Mulley (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Newcastle upon Tyne
2017-12-21 00:00:00

5.0

Northumberland Estates Investments Limited

Directors Report 4

Directors report The directors present their report and financial statements for the year ended 31 March 2016.
Principal activities and review of the :business The principal activity of the company is property investment and management. ?The company. owns both freehold and leasehold sites in the North East of England.. During the year under review investment property valuations are reflective of the economic climate and.on
a positive effect on the net asset value of the company. The company's policy remains to reflect its completed investment property assets. at external valuation and
In the coming year the company will continue to seek advantageous opportunities for both property
their value will be continued.
:Going concern The directors' believe that preparing the financial statements on a going concern basis is appropriate due
directors have received confirmation that Northumberland Estates Limited intends to support the company for a period of at least one year after the date of signing these financial statements.
Directors The directors who served the company during the year were as follows:
The Duke of Northumberland (appointed 2 December 2015) Roderick Charles St. John Wilson John Brearley Colin Barnes (appointed 25 January 2016)
Disclosure of information to the auditors So far as each person who was a director at the date of approving this report is aware, there is no relevant
which the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that he is obliged to take as a director in order to make himself aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditors A- resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual

Small company exemptions This report has been prepared in accordance with the special provisions applicable to companies subject to
On behalf of the Board 2.0

John Brearle
2016-12-21 00:00:00

Northumberland Estates Investments Limited

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance
Company law requires the directors to prepare financial statements for each financial year. Under that law
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 judgments and estimates that are reasonable and prudent; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that
The directors are responsible for keeping adequate accounting records that are sufficient to show and
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.

3.0
Northumberland Estates Investments Limited

Independent auditors' report to the members of Northumberland Estates Investments Limited

We have audited the financial statements of Northumberland Estates Investments Limited
the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Financial Position and the related notes 1 to 17. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS102 "The Financial Reporting standard applicable in the UK and the Republic of Ireland". This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
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.
Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are
fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on the financial statements
?give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its profit for
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
of Ireland"; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
In our opinion the information given in the Directors' Report for the financial year for which the financial

4.0
Independent auditors' report to the members of Northumberland Estates Investments Limited (formerly Hotspur Land Limited)
Matters on which we are required to report by exception 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, or returns adequate for our audit have not been received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns; or ?certain disclosures of directors' remuneration specified by law are not made; or ?we have not received all the information and explanations we require for our audit; or ?the directors were not entitled to prepare the financial statements in accordance with the small companies regime, take advantage of the small companies' exemption in not preparing the Strategic Report and take advantage of the small companies' exemption in preparing the Directors' Report.

Caroline Mulley (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Newcastle upon Tyne
2016-12-23 00:00:00

5.0
Northumberland Estates Investments Limited

Directors Report 5

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2008

The directors present their report and the financial statements for the year ended 31st March 2008.
Principal activity The principal business of Hotspur Land is the development of property sites for subsequent letting and sales.
The company both owns freehold sites in the North East of England and has access to, and acts as developer on other sites not in its direct ownership. These latter sites are primarily owned by the "Northumberland Estates", the collective title for the interests of the Percy family - the Dukes of Northumberland.
The company owns freehold development sites in Shiremoor, North Tyneside and in Amble, Northumberland, Last year a retail development in Shiremoor was completed and let. Construction is underway on a series of retail premises in Alnwick on sites held on long leases from the Northumberland Estates and three stores were opened during the year on the Willowburn site. The company has also entered into a joint venture to develop adjacent office units.

Directors The directors who served during the year are as stated below:
The Duke of Northumberland R C SU Wilson J R Brearley (appointed 4 May 2007)
Directors' responsibilities The directors are responsible for preparing 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). The financial statements are required by law to give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year. In preparing these financial statements the directors are required to:
- select suitable accounting policies and apply them consistently; - make judgements and estimates that are reasonable and prudent; - 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
The directors of a company must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles and practice.

Page I
HOTSPUR LAND LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2008

Statement of disclosure of information to auditors In so far as the directors are aware: there is no relevant audit information (information needed by the company's auditors in connection with preparing their report) of which the company's auditors are unaware, and the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Auditors In accordance with Section 385 of the Companies Act 1985, a resolution proposing that Begbies Chettle Agar be reappointed as auditors of the company will be put to the Annual General Meeting.
Small company exemptions This report is prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. This report was approved by the Board on ............ or? and signed on its behalf by
1.0

71211r Wet Mr. J. Brearle Secretary

Page 2
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the financial statements of Hotspur Land Limited for the year ended 31st March 2008 which comprise the profit and loss account, the balance sheet, the statement of total recognised gains and losses and the related notes. These financial statements have been prepared under the accounting policies set out therein and the requirements of the Financial Reporting Standard for Smaller Entities (effective January 2007).
This report is made solely to the company's shareholders, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditors' 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 shareholders as a body, for our audit work, for this report. or for the opinions we have formed.
Respective responsibilities of directors and the auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the directors' report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
We have undertaken the audit in accordance with the requirements of APB Ethical Standards including APB Ethical Standard - Provisions Available for Small Entities. In common with many other businesses of this size and nature we assist with the preparation of the financial statements.

Page 3
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

Opinion In our opinion:
the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice applicable for Smaller Entities, of the state of the company's affairs as at 31st March 2008 and of its loss for the year then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985; and the information given in the Directors' Report is consistent with the financial statements.

Ctd?932? ay. Beg ies Chettle Agar Chartered Accountants and Registered auditors ? ? ? cc

Epworth House 25 City Road London
EC1Y IAR Page 4

HOTSPUR LAND LIMITED

Directors Report 6

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2007

The directors present their report and the financial statements for the year ended 31st March 2007
Principal activity The principal business of Hotspur Land is the development of property sites for subsequent letting and sales
The company both owns freehold sites in the North East of England and has access to, and acts as developer on other sites not in its direct ownership These latter sites are primarily owned by the "Northumberland Estates", the collective title for the interests of the Percy family - the Dukes of Northumberland
The company owns freehold development sites in Shiremoor, North Tyneside and in Amble, Northumberland Dunng the year a retail development was completed on the Shiremoor site Construction is underway on a series of retail premises in Alnwick on sites held on long leases from the Northumberland Estates The company has also entered into a joint venture to develop adjacent office units and is pursuing development projects in Amble and Prudhoe

Directors The directors who served during the year are as stated below
The Duke of Northumberland R C St1 Wilson J R Brearley (appointed 4 May 2007)
Directors' responsibilities The directors are responsible for preparing 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) The financial statements are required by law to give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year In preparing these financial statements the directors are required to - select suitable accounting policies and apply them consistently, - make judgements and estimates that are reasonable and prudent, - 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985 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
The directors of a company must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles and practice.

Page 1
HOTSPUR LAND LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2007

Statement of disclosure of information to auditors In so far as the directors are aware - there is no relevant audit information (information needed by the company's auditors in connection with preparing their report) of which the company's auditors are unaware, and - the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information
Auditors In accordance with Section 385 of the Companies Act 1985, a resolution proposing that Begbies Chettle Agar be reappointed as auditors of the company will be put to the Annual General Meeting
Small company exemptions This report is prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies
This report was approved by the Board on I 1 -1 2- - O 7 and signed on its behalf by ' -307,4 Oci!
I Mr. .1 Brearley Secretary

Page 2

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the financial statements of Hotspur Land Limited for the year ended 31st March 2007 which comprise the profit and loss account, the balance sheet, the statement of total recognised gains and losses and the related notes These financial statements have been prepared under the accounting policies set out therein and the requirements of the Financial Reporting Standard for Smaller Entities (effective January 2005)
This report is made solely to the company's shareholders, as a body, in accordance with Section 235 of the Companies Act 1985 Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditors' 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and the auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors' responsibilities
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland)
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the directors' report is consistent with the financial statements
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed
We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board, An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropnate to the company's circumstances, consistently applied and adequately disclosed
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements
We have undertaken the audit in accordance with the requirements of APB Ethical Standards including APB Ethical Standard - Provisions Available for Small Entities In common with many other businesses of this size and nature we assist with the preparation of the financial statements

Page 3
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

Opinion In our opinion
the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice applicable for Smaller Entities, of the state of the company's affairs as at 31st March 2007 and of its loss for the year then ended,
- the financial statements have been properly prepared in accordance with the Companies Act 1985, and
- the information given in the Directors' Report is consistent with the financial statements

el

Epworth House 25 City Road London
Bet' a,--Lti Chettle Agar Chartered Accountants and Registered auditors ECIY 1AR

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HOTSPUR LAND LIMITED

Directors Report 7

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2006

The directors present their report and the financial statements for the year ended 31st March 2006.
Principal activity The principal business of Hotspur Land is the development of property sites for subsequent letting.
The company both owns freehold sites in the North East of England and has access to, and acts as developer on other sites not in its direct ownership. These latter sites are primarily owned by the "Northumberland Estates", the collective title for the interests of the Percy family - the Dukes of Northumberland.
The company owns a substantial freehold development site in Shiremoor, North Tyneside. During the year ended 31st March 2006 the company purchased a freehold development site in Amble, Northumberland.
Post year end the company entered into unconditional contracts to build and let sites in Shiremoor, North Tyneside and Alnwick, Northumberland to major retailers. The former site is part of a freehold development site owned by the company the latter by way of along leasehold interest granted to the Company by Northumberland Estates.
Directors and their interests The directors who served during the year and their interests in the company are as stated below: Class of share 31/03/06 01/04/05 The Duke of Northumberland Ordinary shares R. C. St J. Wilson Ordinary shares
The share capital is owned by Trustees of the 10th Duke of Northumberland's 1972 Settlement. The Duke of Northumberland has a non-beneficial interest as co-trustee.
The Trustees have granted an interest free loan to the company, the balance of which was ?5,300,000 by the year end.
Directors' responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year. In preparing these the directors are required to: - select suitable accounting policies and apply them consistently; - make judgements and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. - have regard to the substance of the reported transaction or arrangement when determining how amounts are to be presented in the financial statements, in accordance with generally accepted accounting principles or practice.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
Statement of disclosure of information to auditors The directors of the company who held office at the date of approval of this report as set out above each confirm that: - so far as they are aware, there is no relevent audit information (information needed by the company's auditors in connection with preparing their report) of which the company's auditors are unaware, and - they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevent audit information and to establish that the company's auditors are aware of that information.

Page 1
HOTSPUR LAND LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2006

Auditors In accordance with Section 385 of the Companies Act 1985, a resolution proposing that Begbies Chettle Agar be reappointed as auditors of the company will be put to the Annual General Meeting.
Small company exemptions This report is prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.
This report was appro ed by the Board on - - el and signed on its behalf by

Mr. J. B earley Secretary
Page 2
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the financial statements of Hotspur Land Limited for the year ended 31st March 2006 which comprise the profit and loss account, the Balance Sheet and the related notes. These financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective January 2005), under the historical cost convention and the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 auditors 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.
Respective responsibilities of the directors and auditors As described in the statement of directors' responsibilities, the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view, are properly prepared in accordance with the Companies Act 1985 and whether the information given in the directors' report is consistent with the financial statements. We also report to you if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
We have undertaken the audit in accordance with the requirements of APB Ethical Standards including APB Ethical Standard - Provisions Available for Small Entities. In common with many other businesses of this size and nature we prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.
Opinion In our opinion the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31st March 2006 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. The information given in the directors' report is consistent with the financial statements. Epworth House ?p tr 25 City Road Begb s Chettle Agar London Chartered Accountants and Registered auditors EC1A 1AR 23 WO/
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HOTSPUR LAND LIMITED

Directors Report 8

DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2005

The directors present their report and the financial statements for the year ended 31st March 2005.
Principal activity
The principal activity of the company continued to be that of property investment.
Directors and their interests
The directors who served during the year and their interests in the company are as stated below:
Ordinary shares 31/03/05 01/04/04
The Duke of Northumberland R. C. St J. Wilson
The share capital is owned by Trustees of the 10th Duke of Northumberland's 1972 Settlement. The Duke of Northumberland has a non-beneficial interest as co-trustee.
The Trustees approved an interest free loan facility to the company of ?1.5 million, in addition to the ?300,000 previously lent.
Directors' responsibilities
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year. In preparing these the directors are required to: Select suitable accounting policies and apply them consistently; Make judgements and estimates that are reasonable and prudent;
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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
Auditors
In accordance with Section 385 of the Companies Act 1985, a resolution proposing that Begbies Everett Chettle be reappointed as auditors of the company will be put to the Annual General Meeting.

Page 1
HOTSPUR LAND LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2005

Small company exemptions
This report is prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.

This report was approved by the Board on "74 wov. 'ag and signed on its behalf by

Mr. K. Coulson Secretary

Page 2
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the financial statements of Hotspur Land Limited for the year ended 31st March 2005 which comprise the profit and loss account, the balance sheet and the related notes. These financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective June 2002), under the historical cost convention and the accounting policies set out therein.
This report is made solely to the company's shareholders, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditors' 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As described in the statement of directors' responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31st March 2005 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. CL-M-14- Beg ies Everett Chettle Chartered Accountants and Registered auditors Cromwell House Fulwood Place London WC I V 6HZ

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HOTSPUR LAND LIMITED

Directors Report 9

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2004

The directors present their report and the financial statements for the year ended 31st March 2004.
Principal activity
The principal activity of the company continued to be that of property investment.
Directors and their interests
The directors who served during the year and their Interests in the company are as stated below:
Ordinary shares 31/03/04 01/04/03
The Duke of Northumberland R. C. St J. Wilson
The share capital is owned by Trustees of the 10th Duke of Northumberland's 1972 Settlement. The Duke of Northumberland has a non-beneficial interest as co-trustee.
During the year the Trustees approved an interest free loan facility to the company of ?1.5 million This was drawn after the year end.
Directors' responsibilities
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the company and of the profit or hiss of the company for that year. In preparing these the directors are required to: Select suitable accounting policies and apply them consistently; Make judgements and estimates that are reasonable and prudent;
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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. 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.
Auditors
In accordance with Section 385 of the Companies Act 1985, a resolution proposing that Begbies Everett Chettle be reappointed as auditors of the company will be put to the Annual General Meeting.

Page 1
HOTSPUR LAND LIMITED
DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2004

Small company exemptions
This report is prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.
This report was approved by the Board on j0 ilte? r E0- and signed on its behalf by e
Mr. K. Coulson Secretary

Page 2
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the fmancial statements of Hotspur Land Limited for the year ended 31st March 2004 which comprise the profit and loss account, the balance sheet and the related notes. These financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective June 2002), under the historical cost convention and the accounting policies set out therein.
This report is made solely to the company's shareholders, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditors' 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As described in the statement of directors' responsibilities the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31st March 2004 and of its loss for the ye then end and have been properly prepared in accordance with the Companies Act 1985. C Begl3ies Everett Chettle Chartered Accountants and Registered auditors Cromwell House Fulwood Place London WC I V 6HZ S
Page 3
HOTSPUR LAND LIMITED

Directors Report 10

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2003

The directors present their report and the audited accounts for the company for the year ended 31st March 2003.
Principal activities
The company's principal activity continued to be that of property investment.
Directors and their interests
The directors who held office during the year are given below:
The Duke of Northumberland R. C. St J. Wilson
The share capital is owned by Trustees of the 10th Duke of Northumberland's 1972 Settlement, and The Duke of Northumberland has a non-beneficial interest as co-trustee.
Statement of directors' responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that year. In preparing those accounts the directors are required to: Select suitable accounting policies and then apply them consistently; Make judgements and estimates that are reasonable and prudent;
State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts;
Prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985. 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.

Page: I
HOTSPUR LAND LIMITED
DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2003

Auditors
A resolution to re-appoint Begbies Everett Chettle Chartered Accountants and Registered Auditors as auditors will be put to the members at the Annual General Meeting.
Small company exemptions
This report has been prepared in accordance with the special provisions relating to small companies within part VII of the Companies Act 1985.
By order of the Board k
K. Coulson, Secretary The Estate Office Alnwick Castle Alnwick Northumberland NE66 1NQ Date: UN/ 41.4... 03

Page: 2

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the financial statements of Hotspur Land Limited for the year ended 31st March 2003 which comprise the Profit and Loss Account, the Balance Sheet and the related notes. These financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective June 2002), under the historical cost convention and the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. 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's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As described in the Statement of Directors' Responsibilities the company's directors are responsible for the preparation of financial statements in accordance with applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatement within it.
Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in thefinancial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the financial statements.
Fundamental uncertainty - going concern The company's continued operation is dependent upon the continued support of the company's creditors. The accounts have been prepared on a going concern basis which assumes that such support will continue. Our opinion is not qualified in this respect.

Page: 3

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31st March 2003 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
Gittat ChettA-6 Begbies Everett Chettle Cromwell House Fulwood Place London WC1V 6HZ Date:

Page: 4
HOTSPUR LAND LIMITED

Directors Report 11

DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2002

The directors present their report and the audited accounts for the company for the year ended 31st March 2002.
Principal activities
The company's principal activity continued to be that of property investment.
Directors and their interests
The directors who held office during the year are given below:
The Duke of Northumberland R. C. St J. Wilson
The share capital is owned by Trustees of the 10th Duke of Northumberland's 1972 Settlement, and The Duke of Northumberland has a non-beneficial interest as co-trustee.
Statement of directors' responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that ear, In preparing those accounts the directors arc required to: Select suitable accounting policies and then apply them consistently; Make judgements and estimates that are reasonable and prudent;
State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts:
Prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985. 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.

Page: I
DOTSPUR LAND LIMITED
DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2002

Auditors
A resolution to re-appoint Begbies Everett ?wale Chartered Accountants and Registered Auditors as auditors will be put to the members at the Annual General Meeting.
Small company exemptions
This report has been prepared in accordance with the special provisions relating to small companies within part VII of the Companies Act 1985.
By order of the Board

K. Coulson, Secretary The Estate Office Alnwick Castle Alnwick Northumberland NE66 1NQ Date: rA,

Page 2

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the financial statements of Hotspur Land Limited for the year ended 31st March 2002 which comprise the Profit and Loss Account, the Balance Sheet and the related notes. These financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective March 2000), under the historical cost convention and the accounting policies set out therein.
Respective responsibilities of directors and auditors As described in the Statement of Directors' Responsibilities the company's directors are responsible for the preparation of financial statements in accordance with applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatement within it.
Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in thefinancial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the financial statements.
Fundamental uncertainty - going concern The company's continued operation is dependent upon the continued support of the company's creditors. The accounts have been prepared on a going concern basis which assumes that such support will continue. Our opinion is not qualified in this respect.
Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31st March 2002 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985, IA/0 AA Beg6its Everett Chettle Chartered Accountants and Registered Auditors Cromwell House Fulwood Place London WCIV 6HZ Date: /3-t -07_,

Page:
HOTSPUR LAND LIMITED

Directors Report 12

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 2001

The directors present their report and the audited accounts for the company for the year ended 31st March 2001.
Principal activities
The company's principal activity continued to be that of property investment.
Directors and their interests
The directors who held office during the year are given below:
The Duke of Northumberland R. C. St J. Wilson
The share capital is owned by Trustees of the 10th Duke of Northumberland's 1972 Settlement, and The Duke of Northumberland has a non-beneficial interest as co-trustee.
Statement of directors' responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that year. In preparing those accounts the directors are required to: Select suitable accounting policies and then apply them consistently;

State whether applicable accounting standards have been followed, subject to any material departures disclosed and

Prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in

The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985. 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.

Page: I
HOTSPUR LAND LIMITED
DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2001

Auditors
A resolution to re-appoint Begbies Chartered Accountants and Registered Auditors as auditors will be put to the members at the Annual General Meeting.
Small company exemptions
This report has been prepared in accordance with the special provisions relating to small companies within part VII of the Companies Act 1985.
By order of the Board k?
K Coulson, Secretary The Estate Office Alnwick Castle Alnwick Northumberland NE66 1NQ Gate: to a. a4e- ?

?0

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AUDITORS' REPORT TO THE
SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the accounts on pages 4 to 7 which have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective March 2000), under the historical cost convention and the accounting policies set out on page 6.
Respective responsibilities of directors and auditors
As described on page 2 the company's directors are responsible for the preparation of the accounts It is our responsibility to form an independent opinion, based on our audit, on those accounts and report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the accounts.
Fundamental uncertainty - going concern
The company's continued operation is dependent upon the continued support of the company's creditors. The accounts have been prepared on a going concern basis which assumes that such support will continue. Our opinion is not qualified in this respect.
Opinion
In our opinion the accounts give a true and fair view of the state of the company's affairs as at 31st March 2001 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

Begbies Chartered Accountants and Registered Auditors Cromwell House Fulwood Place London WCIV 6HZ Date:

Par 3
HOTSPUR LAND LIMITED

Directors Report 13

DIRECTORS REPORT
FOR THE YEAR ENDED 31ST MARCH 2000

The directors present their report and the audited accounts for the company for the year ended 31st March 2000.
Principal activities
The company's principal activity continued to be that of property investment.
Directors and their interests
The directors who held office during the year are given below:
The Duke of Northumberland R. C. St J, Wilson The Duke of Northumberland has a non-beneficial interest in the whole of the issued share capital.. Statement of directors' responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that year. In preparing those accounts the directors are required to: Select suitable accounting policies and then apply them consistently; Make judgements and estimates that are reasonable and prudent;
State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts;
Prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985. 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.
Auditors A resolution to re-appoint Begbies Chartered Accountants as auditors will be put to the members at the Annual General Meeting. Small company exemptions
This report has been prepared in accordance with the special provisions relating to small companies within part VII of the Companies Act 1985.
By order of the Board

K. Coulson, Secretary Date: MA. 'v.v. .00

Page.. I AUDITORS' REPORT TO THE
SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the accounts on pages 3 to 6 which have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective March 2000), under the historical cost convention and the accounting policies set out on page 5.
Respective responsibilities of directors and auditors
As described on page 1 the company's directors are responsible for the preparation of the accounts. It is our responsibility to form an independent opinion, based on our audit, on those accounts and report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the accounts.
Fundamental uncertainty - going concern
The company's continued operation is dependent upon the continued support of the company's creditors. The accounts have been prepared on a going concern basis which assumes that such support will continue. Our opinion is not qualified in this respect.
Opinion
In our opinion the accounts give a true and fair view of the state of the company's affairs as at 31st March 2000 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

Begbies Chartered Accountants and Registered Auditors Cromwell House Fulwood Place London WON 6HZ
16 - i

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HOTSPUR LAND LIMITED

Directors Report 14

DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 1999

The directors present their report together with the audited accounts for the year ended 31st March 1999.
Principal activities The company's principal activity continued to be that of property investment. Directors
The directors who served during the year and their beneficial interests in the company's issued share capital were: Ordinary shares ?1 each 1999 1998
The Duke of Northumberland R. C. St J. Wilson

The Duke of Northumberland has a non-beneficial interest in the whole of the issued share capital.. Directors' responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of the company's affairs and of the profit or loss for that year. In preparing these accounts the directors are required to: Select suitable accounting policies and then apply them consistently; Make judgements and estimates that are reasonable and prudent;
Prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985. 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.

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HOTSPUR LAND LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST MARCH 1999

Auditors
A resolution to reappoint Begbies Chartered Accountants as auditors will be put to the members at the Annual General Meeting.
Small company exemptions
The report of the directors' has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 and was approved, and signed on its behalf.

K. Coulson Company secretary -

Page: 2
AUDITORS' REPORT TO THE
SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the accounts on pages 4 to 7 which have been prepared under the historical cost convention and the accounting policies set out on page 6.
Respective responsibilities of directors and auditors
As described on page 1 the company's directors are responsible for the preparation of the accounts. It is our responsibility to form an independent opinion, based on our audit, on those accounts and report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the accounts.
Fundamental uncertainty - going concern
The company's continued operation is dependent upon the continued support of the company's creditors. The accounts have been prepared on a going concern basis which assumes that such support will continue. Our opinion is not qualified in this respect.
Opinion
In our opinion the accounts give a true and fair view of the state of the company's affairs as at 31st March 1999 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

'7

Begbies Chartered Accountants and Registered Auditors Cromwell House Fulwood Place London WC I V 6HZ 7 - o

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HOTSPUR LAND LIMITED

Directors Report 15

DIRECTORS' REPORT
FOR THE PERIOD ENDED 31ST MARCH 1998
The directors present their report together with the audited accounts for the period ended 31st March 1998. Principal activities
The company was incorporated as Gloxyfront Limited on 3 November 1997, and changed its name to Hotspur Land Limited on 30th December 1997. The company's principal activity is that of property investment. Directors
The directors who sewed during the period and their beneficial interests in the company's issued share capital were: Ordinary shares ?.1 each

The Duke of Northumberland - appointed 30 January 1998 R. C. St J. Wilson - appointed 30 January 1998 C.P. Walsh - resigned 30 January 1998 D.H. Smyth - resigned 30 January 1998 The Duke of Northumberland has a non-beneficial interest in the whole of the issued share capital.. Directors' responsibilities
Company law requires the directors to prepare accounts for each financial period which give a true and fair view of the state of the company's affairs and of the profit or loss for that period. In preparing these accounts the directors are required to: Select suitable accounting policies and then apply them consistently; Make judgements and estimates that are reasonable and prudent;
Prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 1985. 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.

Page: I
HOTSPUR LAND LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31ST MARCH 1998

Auditors A resolution to reappoint Begbies Chartered Accountants as auditors will be put to the members at the Annual General Meeting. Small company exemptions
The report of the directors' has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 and was approved, and signed on its behalf.

K. Coulson Company secretary

Page: 2
AUDITORS' REPORT TO THE
SHAREHOLDERS OF HOTSPUR LAND LIMITED

We have audited the accounts on pages 4 to 8 which have been prepared under the historical cost convention and the accounting policies set out on page 6.
Respective responsibilities of directors and auditors
As described on page 1 the company's directors are responsible for the preparation of the accounts. It is our responsibility to form an independent opinion, based on our audit, on those accounts and report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the information in the accounts.
Fundamental uncertainty - going concern
The company's continued operation is dependent upon the continued support of the company's creditors. The accounts have been prepared on a going concern basis which assumes that such support will continue. Our opinion is not qualified in this respect.
Opinion
In our opinion the accounts give a true and fair view of the state of the company's affairs as at 31st March 1998 and of its loss for the period then ended and have been properly prepared in accordance with the Companies Act 1985.

kLL Begbies Chartered Accountants and Registered Auditors Cromwell House Fulwood Place London WC1V 6HZ ?l-

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HOTSPUR LAND LIMITED