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

The principal activity of the Company continued to be that of the operation of a hotel in Manchester branded as 'Hotel Football'. Hotel Football forms part of the Tribute collection, one of Marriott’s soft brands.

Building on the strong performance delivered in 2023, when the hotel recorded its best results since opening, the financial year ended 31 December 2024 saw a modest reduction in revenues. Turnover for the year was £7,518,248, representing a 3.9% decline against the prior year. Despite inflationary headwinds across wages, utilities, and supplies, the company successfully maintained a largely flat cost base year-on-year through disciplined cost control and operational efficiencies.

The reduction in revenue was primarily attributable to a significantly lower number of Manchester United home fixtures at Old Trafford, which historically generate premium demand. While overall occupancy was maintained at broadly similar levels to the prior year, average daily rates softened due to the loss of higher-yielding match-day business. As a result, operating profit declined by £481,167 year-on-year.

Despite these challenges, Hotel Football continued to deliver strong guest satisfaction outcomes, consistently ranking amongst the leading hotels in the Marriott Tribute Portfolio and receiving excellent feedback across multiple guest-experience platforms. Employee engagement also remained well above industry benchmarks, underpinning service delivery and operational stability.

During the year, a revaluation of the hotel asset was undertaken, resulting in a fair value adjustment. This gave rise to a comprehensive income for the year of £6.9 million and an improvement in the company’s equity position from a deficit of £7.9 million in 2023 as restated to a deficit of £955,424 at year-end 2024.

Looking ahead, trading in the first half of 2025 has been broadly in line with 2024. However, the second half of the year is expected to be impacted by the reduced number of home fixtures following Manchester United’s failure to qualify for European competition. Management continues to focus on diversifying demand, targeting new market segments to mitigate the impact of reduced football-related revenues.

Supply chain and cost disruption

The hospitality sector remains exposed to inflationary pressures, particularly across wages, energy, and consumables. The Directors recognise that not all cost increases can be fully offset through pricing strategies. The company continues to mitigate this risk through proactive procurement practices, cost discipline, and a focus on operational efficiency, without compromising service quality.

Financial risk management

The company maintains policies to ensure that appropriate and cost-effective financing arrangements are in place to support both current operations and future activities. The objective is to minimise exposure to financial risk while maintaining adequate liquidity.

Liquidity and funding

The company is financed through committed bank facilities. Cash flow is monitored closely to ensure that the company can meet all foreseeable obligations as they fall due.

Interest rate risk

Exposure exists to fluctuations in base interest rates which could affect borrowing costs. The renewal of banking facilities in mid-2025 is expected to place the company in a position to benefit from potentially lower interest rates in the forthcoming financial period.

Credit risk

The company is exposed to credit risk from trade debtors. Credit limits are established using a combination of trading history and independent credit references, with balances monitored regularly by the Directors.

Future developments

The company remains committed to reinvesting in both the property and its people. Continued investment in the hotel asset, employee development, and guest experience will underpin sustainable long-term growth and ensure the business remains competitive within the Manchester hospitality market.

The business is continuing to invest in its people and the hotel in order to sustain future growth.

The company reviews and monitors its performance against a number of key performance indicators both financial and non-financial. The principal measures include revenue growth, maintaining services levels, maintaining team engagement levels and improvement of gross margins. The Directors continually monitor all the KPl's and maintain a strong focus on increasing performance in all aspects of the business.

The Directors are pleased with the level of room revenue increase during the year, the overall level of guests satisfaction, and the high level of team engagement achieved within the hotel.  The hotel has also hosted some very important events during the year with a high degree of success. 

On behalf of the board

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

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

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The strategic report contains details of future developments.

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the directors in office at the date of approval of this annual report confirms that:

• so far as the director's are aware, there is no relevant audit information of which the company's auditors are unaware, and

• the director's have taken all the steps that they ought to have taken as a director's in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

The financial statements of the company have been prepared using the going concern basis which the directors consider to be appropriate for the following reasons:

• The company has reported a net current assets position as at the end of 2024 of £1,001,294 (excluding the bank loan) which is a fall on the same position at the end of 2023 of £1,672,715 as restated.

• The company has registered an operating profit of £109,262 during the year compared to an operating profit of £590,429 in the prior year as restated.

• The company registered a loss before tax of £1,302,958 decreased from the £343,200 profit before tax registered in the previous year as restated.

The directors have approved profit and loss budgets and well as cash flow forecasts until December 2025.

As such the cash flow forecasts until December 2025 indicate that, taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period. In addition, these forecasts show that the company will remain within the covenants set under its external banking facilities for the foreseeable future.

The external banking facilities were renewed within the year to 31 December 2023, the new finance was due to expire in 2028, however the company has refinanced subsequently in June 2025 with BHF Bank Plc for the amount of £14,450,000. This amount will be due in 3 years with an option for two additional 12 month extension options subject to bank consent. The loan is secured with fixed and floating charges over the assets of the company.

These cash flow forecasts are dependent on the company's immediate parent company, Orchid Leisure Limited not seeking repayment of the amounts currently due to the group, which on 31 December 2024 amounted to £10,877,025 (2023: £10,548,525). Orchid Leisure Limited has indicated that it does not intend to seek repayment of these amounts for the period covered by the forecasts.

In addition to the above, the Company has received a letter of support from its ultimate parent company RSP Holdings PTE Limited stating that it will continue to provide such funds as are needed by the company until 12 months after the date the financial statements are signed.

As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Based on the above, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least the next 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

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

We have audited the financial statements of Old Trafford Supporters Club Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and

regulations as part of our procedures on the related financial statement items.

Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; laws related to Health and Safety, Employment, UK Companies Act, Pension Legislation and Tax Legislation.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outline below to detect material misstatement due to fraud:

• Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud

• Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud

• Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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

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

Old Trafford Supporters Club Limited is a private company limited by shares incorporated in England and Wales. The registered office is Hotel Football, 99 Sir Matt Busby Way, Manchester, M16 0SZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of RSP Topco PTE Limited. These consolidated financial statements are available from its registered office, 20 Collyer Quay, #11-07, Singapore 049319.

The financial statements of the company have been prepared using the going concern basis which the directors consider to be appropriate for the following reasons:

• The company has reported a net current assets position as at the end of 2024 of £1,001,294 (excluding the bank loan) which is a fall on the same position at the end of 2023 of £1,672,715 as restated.

• The company has registered an operating profit of £109,262 during the year compared to an operating profit of £590,429 in the prior year as restated, where there was limited operation of the hotel for the first six months of the year due to the pandemic.

• The company registered a loss before tax of £1,302,958 from the £343,200 profit before tax registered in the previous year as restated.

The directors have approved profit and loss budgets and well as cash flow forecasts until December 2025.

As such the cash flow forecasts until December 2025 indicate that, taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period. In addition, these forecasts show that the company will remain within the covenants set under its external banking facilities for the foreseeable future.

The external banking facilities were renewed within the year to 31 December 2023, the new finance was due to expire in 2028, however the company has refinanced subsequently in June 2025 with BHF Bank Plc for the amount of £14,450,000. This amount will be due in 3 years with an option for two additional 12 month extension options subject to bank consent. The loan is secured with fixed and floating charges over the assets of the company.

These cash flow forecasts are dependent on the company's immediate parent company, Orchid Leisure Limited not seeking repayment of the amounts currently due to the group, which on 31 December 2024 amounted to £10,877,025 (2023: £10,548,525). Orchid Leisure Limited has indicated that it does not intend to seek repayment of these amounts for the period covered by the forecasts.

In addition to the above, the Company has received a letter of support from its ultimate parent company RSP Holdings PTE Limited stating that it will continue to provide such funds as are needed by the company until 12 months after the date the financial statements are signed.

As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Based on the above, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least the next 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Hotel revenue is recognised on the date of stay. Restaurant and bar revenue is recognised at the point of sale.

Other income is recognised at fair value of the consideration received or receivable for services provided for rental services, and is shown net of VAT and other sales related taxes. The fair vale of consideration takes into account trade discounts, settlement discounts and volume rebates. Rental income is recognised for the period it relates to.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks comprising mainly food and beverages are stated at the lower of cost and net realisable value. Cost comprises all costs of purchase and those overheads that have been incurred in bringing the stocks to their present location and condition. Cost is calculated using the first-in-first-out method.

Net realisable value represents the estimated selling price less all estimated costs of completion and estimated costs to make the sale.

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible assets are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of tangible assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, all relevant known factors are taken into account but there is inherent uncertainty in making this assessment.

During the period a depreciation charge of £460,080 (2023: £421,717) was calculated based on accounting policies applied.

Refer to note 10, showing the tangible fixed assets carrying values impacted by the key accounting estimate.

Tangible fixed assets includes freehold property that is recognised at fair value. The freehold property is professionally valued periodically. In the interim the directors assess the fair value of the freehold property to consider whether there has been a change in value.

During the year a valuation of £23,900,000 (2023: £14,381,656) was calculated based on a valuation of £24,000,000 on 23rd October 2024 by D Hossack, RICS Registered, of Colliers International Property Consultants Limited as independent valuers not connected with the company on the basis of market value. The valuation confirms to International Valuation Standards and ws based on recent market transactions on arm's length terms for similar properties. The directors believe £23,900,000 represents a fair value as at 31 December 2024.

Refer to note 10, showing the tangible fixed assets carrying values impacted by the key accounting estimate.

Included within operating income is a balance of £126,676 (2023: £118,771) relating to the rental of a suite to a related party. Further information has been included within Note 24.

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

Their aggregate remuneration comprised:

Directors are not paid any remuneration by the company as their role in this company is incidental to their wider role in other group companies. As such they provide no material qualifying services to the company and thus no allocation of remuneration has been disclosed in these financial statements.

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The freehold property with a historical cost of £14,033,119 (2023: £14,381,656) was revalued at £24,000,000 on 23rd October 2024 by D Hossack, RICS Registered, of Colliers International Property Consultants Limited as independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The directors believe £23,900,000 represents a fair value as at 31 December 2024.

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

The company has recognised a provision for doubtful trade debtors of £2,000 (2023: £2,000).

The carrying amount of financial assets include £588,004 (2023: £944,230) measured at fair value through profit or loss.

The company entered into a derivative interest rate swap arrangement with HSBC in October 2023, lasting until October 2028. The notional value of the swap was £13.6m on inception, which decreased to £13.55m as at 31 December 2023 and then £13.35m as at 31 December 2024. The company is liable for the fixed element of the swap which is set at a rate of 4% until 31 March 2025, when it will increase to 5.45% with HSBC liable for the variable element of the swap at the SONIA rate.

The valuation of the interest rate swap derivative financial instrument was undertaken by HSBC who derived the fair value from their proprietary models based upon well recognised financial principles and reasonable estimates about relevant future market conditions and reflect certain other financial factors such as anticipated profit or hedging, transactional, and other costs, including consideration of projected future cash flows deriving from the fixed and variable interest rates on the loan and notional swap amount.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Included within bank loans and overdrafts is a bank loan of £13,478,132 (excluding deduction of fees) which was secured by way of a fixed and floating charge over all assets of the company. The facility was due for repayment in October 2028 but has been fully settled in June 2025, following a refinance with BNF Bank Plc.

Included within bank loans and overdrafts is a bank loan of £13,478,132 (excluding deduction of fees) which was secured by way of a fixed and floating charge over all assets of the company. The facility was due for repayment in October 2028 but has been settled in June 2025, following a refinance with BNF Bank Plc.

Included within other loans is a loan due to Orchid Leisure Limited (a fellow group company) totalling £10,877,025 (2023: £10,548,525). There are no fixed repayment terms for this loan but confirmation has been obtained that this will not be recalled for repayment within 12 months of the year end. This is reviewed annually. Interest of 2.5% is charged on £500,000 of this balance and during the year 5% has been charged on £300,000 of this balance, the rest is interest free.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

There is a single class of ordinary shares with no restrictions on the distribution of dividends or repayments of capital.

The company’s capital and reserves are as follows:

Called up share capital

Called up share capital represents the nominal value of the shares issued.

Share premium account

The difference between the amount received for a share and its fair value.

Other reserves

This represents a capital contribution reserve.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends paid and other

adjustments.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

In June 2025 the company settled the loan with HSBC. The company has refinanced with BHF Bank Plc for the amount of £14,450,000. This amount will be due in 3 years with an option for two additional 12 month extension options subject to bank consent. The loan is secured with fixed and floating charges over the assets of the company.

During the year the company entered into the following transactions with related parties:

Income received is in respect of the rental of a suite at the hotel to the ultimate controlling party at a favorable rate.

The following amounts were outstanding at the reporting end date:

The following amounts were recognised as an expense in the period in respect of bad and doubtful debts due from related parties:

A loan balance is due to Orchid Leisure Limited, the immediate parent company, totalling £10,877,025 (2023: £10,548,525) as detailed in Note 16.

The immediate parent company is Orchard Leisure Limited, a company registered in the British Virgin Islands.

The ultimate parent company is RSP Topco PTE Limited, a company registered in Singapore. This is the smallest and largest group into which the results of the company is consolidated. The consolidated financial statements of this group are available to the public and may be obtained from its registered office, 20 Collyer Quay, #11-07, Singapore 049319.

The ultimate controlling party is Mr P Lim by virtue of his shareholding in RSP Topco PTE Limited.

During the course of the preparation of the financial statements it has been identified that an interest rate swap exists, that was entered into in October 2023 and has not been accounted for in line with accounting standards. This has resulted in gains on financial instruments being materially understated in the prior year. A summary of the adjustment is listed below to recognise the interest rate swap.