The directors present the strategic report for the year ended 31 March 2025.
Background
Eden Hotel Collection (“EHC”) is a group consisting of a portfolio of six luxury sites across the Midlands, Cotswolds & South West, with a total of 200 hotel bedrooms and 22 three bedroom lodges.
• Bovey Castle Estate, Dartmoor
• Mallory Court Country House Hotel & Spa, Royal Leamington Spa
• Arden Hotel, Stratford-upon-Avon
• Brockencote Hall, Chaddesley Corbett
• The Greenway Hotel & Spa, Cheltenham
Multi award winning, EHC is widely recognised as one of UK’s Top 5 privately owned group of luxury boutique hotel operators and was awarded AA Small Hotel Group of the Year for the second time in 2024. The collection sits in the traditional hotels sector and is a major player in the 4 & 5 red star market. EHC operates within the non-branded core hotel, restaurant and spa space. The business operates across the leisure, corporate, M&E markets and, without exception, ranks in local and regional territories as a ‘best in class’. A leading operator of weddings, both local and destination, makes the group a stand-out performer in this space, whilst excellence around food is a cornerstone of the business, as is the luxury spa brand ‘Elan’ which operates at 3 key locations.
EHC Ltd is a subsidiary of the Rigby Group (RG) plc (Rigby Group). Rigby Group has been at the forefront of transformative change in technology, philanthropy, and sustainable business practices for half a century. Today it is a third-generation family business and Europe’s largest private investor in technology. It is a top ten wholly-owned UK family business and in the top 500 globally, with a diverse portfolio but at our heart a technology-focused business built on our founder’s values of working hard, foresight, and enabling others, shaping industries and contributing to communities for the long term.
The mission of Rigby Group is to balance sustainability and profit in the pursuit of technological innovation, and to deliver long-term benefits for our stakeholders and communities. Everything is founded on the belief that cutting-edge innovation, traditional values, and vigorous philanthropy can be harnessed to create a sustainable future – financial, social, environmental and governance. Further information is available at www.rigbygroupplc.com.
Review of Business
The hospitality landscape has seen changes since the Covid 19 pandemic, with later and more flexible booking patterns becoming the norm together with increased levels of cancellation. Geopolitical impacts continue to buffet the sector, whilst inflation, employment costs and legislation have all led to increased cost base. For our customers, increased costsof living drive their discretionary spending decisions. The result of all the above is vastly increased unpredictability, both regionally, across services and within customer segments.
Despite these challenges, the group continues to invest in asset refurbishment and improvement. During the year a full refurbishment of Mallory Court Manor House bedrooms was completed together with an expansion and refurbishment of the Golf shop area at Bovey Castle. This follows on from the refurbishment of bedrooms at Greenway Hotel & Spa, the addition of 3 bedrooms in a lodge at Brockencote Hall, total refurbishment of the Great Western kitchen at Bovey Castle and the purchase of Manor Court to provide a staff village within the grounds of Bovey Castle, all of which have been completed since the pandemic.
On top of these commitments to the physical assets, the group has continued its commitment to employees. In recognition of this EHC, in the industry Springboard Awards, won the Best for Employee Engagement and Best for Employee Health and Wellbeing at the start of the year, with another nomination for Best Employer at the end of the year, winning this award immediately post year end.
Equally important is the commitment to the planet and to be NetZero for 2040. In their second year of assessment for Green Tourism awards, all hotels increased their scores, with Bovey Castle and Mallory Court Hotel & Spa both progressing to Gold Awards and the other hotels moving on to Silver.
The group saw turnover increase by £935,000 to £17,867,200 in 2025 whilst the operating loss decreased by £38,000 to £2,906,000. As at 31st March 2025 the group had net assets of £20,362,000, a decrease of £2,405,000 from the prior year end.
The directors recognise that trade continues to be affected by both market changes from Covid recovery and the current economic uncertainty. Additionally, disruption from the kitchen refurbishment at Bovey Castle and the commencement of the bedroom refurbishment at Mallory Court, were significant in the final performance. The directors remain confident in the underlying trade and returning to future profitability.
Principal risks and uncertainties
The group uses various financial instruments. These include loans from related undertakings; cash and overdrafts; preference shares; loans from banks and various working capital items such as trade debtors and trade creditors which arise from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The existence of these financial instruments exposes the group to a number of financial risks, the principal ones of which are market risk, interest rate risk, liquidity risk and credit risk. The principal commercial risks facing the group centre on economic conditions, competition and property valuations.
Market risk
Property values are cyclical, so the business will always be subject to variations in valuations. The group takes a long term view, with less focus on short term fluctuations, and more emphasis on underlying revenue generation and capital enhancement programmes when assessing valuations of properties.
Interest rate risk and financing risk
The group finances its operations primarily through investments made by related parties, including preference shares held by the principal shareholder and preferred ordinary shares held by Rigby Group (RG) plc ("Rigby Group").
During the year an external bank loan was repaid by means of further funds from Rigby Group which are subject to interest charges equivalent to the previous interest rate swap.
In addition, there are short term banking facilities secured over the freehold property of Bovey Castle owned by the group.
Liquidity risk
The group seeks to manage financial risks by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The group's operations are financed primarily by shareholders and bank borrowings.
Credit risk
The group's principal credit risk relates to the recovery of trade debtors, although it is not considered significant due to the nature of the group's business. Amounts owed by credit card companies represent a more significant proportion of the group's trade debtors. However, the directors consider credit risk to be limited due to the terms that the group has with the credit card companies. In order to manage credit risk related to other trade debtors, credit controllers and the directors review the aged debtors and collection history on a regular basis, and a high level of deposits are taken.
Economic conditions
The division operates in an industry which is impacted by consumer discretionary spending levels. The division's coverage, not being concentrated in one location or region together with the fact that the hotels operate in a variety of markets, including corporate, leisure, conference and functions, provides adequate sheltering from the impact of any drop in consumer spending levels.
The unpredictable nature of external shock events, such as pandemics, presents an infrequent but high risk to any business. In so far as possible the effects of these are mitigated by means of appropriate insurance cover, but the company recognises that the greatest protection comes from an ability to respond rapidly to events. The Directors and Shareholders remain close to the business and can quickly approve any decisive actions needed. The directors also ensure operations retain flexibility and scalability and can work with EHC sister companies to manage risk. The company also benefits from the additional security of belonging to a large and diversified group.
Competition
The division operates in competitive markets. Product and service offerings by competitors could adversely impact the division. The division's focus on quality and standards, the quality of operations, strong focus on quality on cost control, continual investment in its hotels and products, combined with the unique, award winning hotels in sought after locations reduces the possible effect of any single competitor. Significant efforts are made to develop the division's brand and ensure new business is won continually, and key customer relationships are monitored on a regular basis. The division focuses on areas where it has a competitive advantage including quality, and the development of its staff to provide high levels of service.
Section 172 Statement
The directors consider a wide range of stakeholders when making decisions including, but not necessarily restricted to, the shareholders, employees, suppliers, customers and those external parties immediately affected by and in the area of the company’s operations.
Statement on employee engagement
Our employees are central to our operations. Development of our employees has been a key strategic thread for a number of years with a gradual expansion of our apprentice programs and training resources, including in house supervisor and management programs. The directors regularly visit all operations and engage personally with employees, whilst also giving regard to feedback from engagement surveys. The Eden Engage platform supports this two way communication, Eden Extras is a fully featured benefits platform for discounts, healthy living and wellbeing, and the Happy Hub delivers peer to peer recognition. Wellbeing is also supported through open HR clinics at each property and engagement with Hospitality Action, the sector’s own support charity. Both Wellbeing and Green Champions are in place across the business and support Mental, Physical, Financial and Environmental wellbeing activities.
Major business decisions are taken with regard to the wellbeing of our employees. During the Covid 19 pandemic, consideration of the health and security of our employees drove decisions on reopening, or not, of facilities as much as the potential economic benefit. During major strategic changes which affect our employees, we are as open as we can reasonably be with the teams and discuss opportunities to transfer or change contracts. At the end of the year we have changed a number of employee contracts following consultation in response to employee requests.
Statement on business relationships
The directors understand the mutual benefits to be gained by engagement with suppliers. Growth in the company spa business has been achieved by support and engagement with our product house, new dining concepts are developed with support of our food suppliers and a close relationship with our champagne house allows us to deliver shared marketing activities.
The directors recognise customer feedback is important and, if not listened to, can rapidly spread online. For some years the company has subscribed to Trust You, a reputation management and customer feedback suite, with engagement and satisfaction scores being reviewed monthly with operations. The company has continues to enhance its social media presence and monitoring, both as a marketing tool and also to capture customer sentiment for development of new concepts.
The company assets are all listed buildings, generally set within extensive grounds, none the least Bovey Castle, within the national park of Dartmoor. The directors discuss the environmental credentials of our suppliers to support, in so far as is economically possible, a low impact footprint for the business. The gardens support not only customer wellbeing, but also zero food mile produce for our kitchens. At a local level each business engages with local charity and other organisations, often supporting by offering venues for meeting or fundraising activity.
The shareholders, being Rigby Group and ultimately the Rigby family, have a seat at the Board and support a long term vision for the company, whether this be through investment decisions or shorter term liquidity support, such as in the early part of the Covid 19 crisis. The reputation of Eden is critically important to both the directors and the Rigby family, both operationally and professionally, with fair and ethical treatment paramount and considered in all areas.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors concerning the performance of the group. This is achieved through formal and informal meetings with employees. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.
Ormerod Rutter Limited will be proposed for re-appointment in accordance with Section 487(2) of the Companies Act 2006.
Details regarding the group carbon energy emissions are included within the ultimate parent company consolidated financial statements.
We have audited the financial statements of Eden Hotel Collection Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or operations of the company and group, including the Companies Act 2006 and taxation legislation and;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where their knowledge of actual, suspected and alleged fraud;
considering internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual transactions or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
enquiring of management as to actual and potential litigation and claims.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £769,919 (2024 - £673,299 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Eden Hotel Collection Limited is a company incorporated in England and Wales under the Companies Act 2006.
The registered office is Mallory Court Hotel, Harbury Lane, Bishops Tachbrook, Leamington Spa, Warwickshire, CV33 9QB.
The nature of the group's operations and its principal activities are set out in the report of the directors on pages 5 to 6.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The functional currency of Eden Hotel Collection Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the company operates.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council.
Eden Hotel Collection Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to related party transactions with wholly owned group companies, share-based payments, financial instruments, presentation of a cash flow statement and remuneration of key management personnel.
In accordance with Section 35 of FRS 102, Section 19 of FRS 102 has not been applied in these financial statements in respect of business combinations effected prior to the date of transition.
The financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting date as of the company.
The consolidated financial statements have been prepared on the following basis:
The financial statements of the company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealised profits or losses have been fully eliminated.
The share of profit / loss of associate companies and jointly controlled entities is accounted under the 'Equity method' as per which the share of profit / loss of the associate company and jointly controlled entity has been adjusted to the cost of investment.
The excess of the cost to the parent of its investments in a subsidiary over the parent's portion of equity at the date on which investment in the subsidiary is made, is recognised as 'Goodwill (on consolidation)'. When the cost to the parent of its investment in a subsidiary is less than the parent's portion of equity of the subsidiary at the date on which investment in the subsidiary is made, the difference is treated as 'Negative Goodwill (on consolidation)' in the consolidated financial statements.
Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments in the subsidiary companies are made and further movements in their share in the equity, subsequent to the dates of investments.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
In the group financial statements investments in associates and jointly controlled entities are accounted for using the equity method. Investments in associates and jointly controlled entities are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group's share of associates' and jointly controlled entities' profits and losses. The consolidated profit and loss account includes the group's share of associates' and jointly controlled entities' profits and losses. Goodwill arising on the acquisition of associates and joint ventures is accounted for in accordance with the policy set out above. Any unamortised balance of goodwill is included in the carrying value of the investment in associates and joint ventures. Jointly controlled entities are where the group owns less than or equal to 50% participating interest and it does not retain operating control of the entity.
The group’s business activities, together with factors likely to affect its future developments, performance and position are set out in the Strategic Report. These reports describe the financial position of the group; its cash flows and liquidity position; the group’s objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposure to credit risk and liquidity risk.
The group is funded by means of external financing facilities and funding from parent company, Rigby Group (RG) plc. The group relies on support from the parent company and this is considered to be available for the foreseeable future and for at least the next twelve months from the date of approval of the accounts. As a consequence the directors believe the group is well placed to manage its business risks successfully and have a reasonable expectation of having adequate resources to continue operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the annual report and accounts.
Revenue is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer.
Revenue from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Assets under construction represents on-going construction costs of freehold buildings and fixtures and fittings not yet completed. Such costs will be transferred to either freehold buildings or fixtures and fittings upon completion. Assets under construction are not depreciated as they are not available for use until they have been completed.
On transition to FRS 102, in accordance with Section 35 of FRS 102, the company elected to measure items of property, plant and equipment on the date of transition to this FRS at its fair value and use that fair value as its deemed cost at that date.
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through profit or loss. Where fair value cannot be measured reliably, investments are measured at cost less impairment.
In the company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously
Debt instruments which meet the following conditions are subsequently measured at amortised cost using the effective interest method:
The contractual return to the holder is:
a fixed amount;
a positive fixed rate or a positive variable rate; or
a combination of a positive or a negative fixed rate and a positive variable rate.
The contract may provide for repayments of the principal or the return to the holder (but not both) to be linked to a single relevant observable index of general price inflation of the currency in which the debt instrument is denominated, provided such links are not leveraged.
The contract may provide for a determinable variation of the return to the holder during the life of the instrument, provided that:
the new rate satisfies condition (a) and the variation is not contingent on future events other than:
a change of a contractual variable rate;
to protect the holder against credit deterioration of the issuer;
changes in levies applied by a central bank or arising from changes in relevant taxation or law; or
the new rate is a market rate of interest and satisfies condition (a).
There is no contractual provision that could, by its terms, result in the holder losing the principal amount or any interest attributable to the current period or prior periods.
Contractual provisions that permit the issuer to prepay a debt instrument or permit the holder to put it back to the issuer before maturity are not contingent on future events, other than to protect the holder against the credit deterioration of the issuer or a change in control of the issuer, or to protect the holder or issuer against changes in levies applied by a central bank or arising from changes in relevant taxation or law.
Contractual provisions may permit the extension of the term of the debt instrument, provided that the return to the holder and any other contractual provisions applicable during the extended term satisfy the conditions of paragraphs (a) to (c).
Debt instruments that are classified as payable or receivable within one year on initial recognition and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
With the exception of some hedging instruments, other debt instruments not meeting these conditions are measured at fair value through profit or loss.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.
Financial assets are derecognised when and only when:
the contractual rights to the cash flows from the financial asset expire or are settled;
the group transfers to another party substantially all of the risks and rewards of ownership of the financial asset; or
the group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
The company designates certain hedging instruments, including derivatives, embedded derivatives and non-derivatives, as either fair value hedges or cash flow hedges. At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
For derivatives that are designated and qualify as cash flow hedges, the effective portion of changes in the fair value of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.
Any gain or loss previously recognised in other comprehensive income is reclassified to profit or loss when the hedge relationship ends. This occurs when the hedging instrument expires or no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised, or the hedging instrument is terminated.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset.
Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
For defined contribution schemes the amount charged to the profit and loss account in respect of pension costs and other retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group's accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Future results could differ due to changes in these estimates and the difference between the actual result and the estimates are recognised in the period in which the results are known / materialise.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The carrying value of tangible fixed assets is dependent on both the annual depreciation charge and any provisions for impairment.
The annual depreciation charge for tangible fixed assets is sensitive to changes in useful economic lives, which are reassessed annually, is based on physical condition, economic utilisation, schedule of repairs and renovation and, where relevant, technical advancements.
Management perform an annual assessment for impairment on tangible fixed assets, which includes consideration of the current estimation of the market value of the hotel as a whole, the economic utilisation of individually material assets and the feasibility of completing ongoing capital projects whose costs are held within assets under construction at the year end.
The accounting policies for depreciation of tangible fixed assets can be found in note 1 and the carrying value of tangible fixed assets can be found in note 12.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).
Sir Peter Rigby receives no remuneration for his qualifying services to the company. The total emoluments of Sir Peter Rigby are included in the directors' emoluments of Rigby Group (RG) plc, the ultimate parent company.
Mrs M Cartter receives no remuneration for her qualifying services to the company.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The standard rate of corporation tax in the UK is currently 25%.
Deferred tax at the balance sheet date has been measured using these enacted tax rates and reflected in these financial statements.
Included in cost of freehold land and buildings is freehold land of £12,397,620 (2024: £12,397,620) which is not depreciated.
Freehold land and buildings have been charged as security for loans of £Nil (2024: £6,652,000).
Details of the company's subsidiaries at 31 March 2025 are as follows:
The registered office of Arden Hotel Waterside LLP is 44 Waterside, Stratford-Upon-Avon, Warwickshire, CV37 6BA.
During the year ended 31st March 2022 the company entered into an interest rate swap to hedge £5m of the bank loan. During the the year there was a fair value loss recognised in other comprehensive income of £20,194 (2024: £101,378). The instrument was subsequently sold at its carrying value of £380,340.
The all group companies are party to an unlimited intercompany guarantee securing all amounts due to National Westminster Bank Plc due from Eden Hotel Collection Limited and all its subsidiaries.
The bank loan which was settled during the year, was secured by way of a fixed charge over a subsidiary company's freehold land and buildings.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The A preference shares carry a preferential fixed rate dividend of £102.00 per share in respect of any distributions made in any single accounting period. The A preference shares carry no voting rights and are redeemable at the option of the company.
The A preference shares are disclosed as equity in the company's balance sheet in accordance of FRS 25 Financial Instruments: Presentation.
After payment of the A preference dividend, if any, any other dividends issued shall be paid pro rata on each ordinary share and B preferred ordinary share as if those shares were of one class, unless such a distribution would not be sufficient to pay at least £0.102 on each B preferred ordinary share where upon the whole balance shall be paid to the holders of the B preferred ordinary shares in priority to the payment of any dividends to be paid to the holders of the ordinary shares.
The holders of the B preferred ordinary shares have a right on a winding up to receive a repayment of capital in priority to the ordinary shares, but sub-ordinate to the A preference shares. The balance of any distribution after returns of capital have been made on the A preference shares and the B preferred ordinary shares shall be apportioned and paid pro-rata on each ordinary share and each B preferred ordinary share as if those shares were of one class.
The B preferred ordinary shares carry voting rights. They are not redeemable and are not liable to be redeemed at the option of the company or the holders of the shares.
During 2012 the group received a capital contribution from Rigby Group (RG) plc of £8,300,000. This was prior to the change in share capital that resulted in the group being considered a subsidiary of Rigby Group (RG) plc. This was intended to be an irrevocable gift and not as a loan. Accordingly, it will not be repayable and will be the absolute and unfettered property of the group. Rigby Group (RG) plc acknowledged that it had no powers at the time to direct how the capital contribution can be put to use by the group.
On 13th February 2009 Eden Hotel Collection Ltd acquired the share capital of five subsidiaries by way of a scheme of arrangement for the merger of the six companies within the group at that time. The combination of the companies has been treated as a merger on the basis that it meets the requirements of a group reconstruction. This resulted in the creation of a merger reserve.
Hedging reserve
Hedging reserve reflects the changes in fair value of cash flow hedging instruments and is not distributable.
Amounts contracted for but not provided in the financial statements:
The capital commitment in the prior year related to project work at Mallory Court Hotel Limited. There are no capital commitments at the current year end.