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

The Group's results for the year ended 31 December 2024 show an increase in turnover from £2,913K to £4,903K. The results before tax is a loss of £769K compared to a loss of £420K in 2023. The 2024 results include the results of Purico Hotels Limited, Cricklade House Hotel Limited and Cricklade Property Limited which were not included within the 2023 results. The acquisitions in 2024 amounted to £1,909K of turnover and £862K of results before tax

The Group took the decision during H2 2023 and H1 2024 to invest c.£665,000 at its subsidiary, Dovestone Holiday Park Limited, to acquire 5 additional luxury lodges, thereby providing additional accommodation for the business to sell during 2024, with a view to improving its financial performance. It also entered into a new marketing agreement with Sykes Holiday Cottages (previous partner Hoseasons) allowing more flexibility around owner bookings and as a result lower fees.

In addition during 2024 and moving into 2025 the Group invested c.£500,000 into Cricklade House Hotel Limited on a refurbishment programme focussed mainly on the bedroom stock in order to improve the guest experience and assist the hotel in driving better occupancy and average room revenues. This has resulted in significant improvements in customer satisfaction scores and as a result we believe will enable the hotels financial performance to improve significantly.

The Group faces a number of risks and uncertainties, and it remains the policy to mitigate these risks to the greatest extent possible in line with the level of the market place in which it operates.

The Group makes sales on normal commercial terms and manages the related risks through its credit control procedures. In the opinion of the directors, exposure to such risks has been assessed and at present is deemed to be low and at an acceptable level for the Group to continue operating subject to ongoing parental group support.

All external bank debt has been fully repaid and replaced with parental group funding.

Financial key performance indicators include turnover and profit as detailed above.

The group's financial statements are prepared on the going concern basis despite the Group continuing to make significant losses and as such there would be material uncertainty as to whether it would be able to continue to trade should parental group funding be withdrawn. Whilst there is no intentions of withdrawing support during the next 12 months this position will continue to be reviewed dependent upon the groups ongoing trading performance during 2025 and beyond. Without a guarantee that this support will remain in place for at least the next 12 months, there remains a material uncertainty as to whether, without this support, all liabilities will be met as they fall due for at least 12 months from the signing of these financial statements.

Signed on behalf of the board on :

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

The principal activity of Purico Group Limited during the year was that of a holding company for the subsidiaries as detailed below with their principal activities:

• Skerritts of Nottingham Limited - operation of a hotel known as Grim's Dyke Hotel in Harrow, Middlesex.

• Purico Hotels Limited - holding company.

• Cricklade House Hotels Limited - operation of a hotel known as Cricklade Hotel in the Cotswolds.

• Cricklade Property Limited - property company of the hotel known as Cricklade Hotel.

• Dovestone Holiday Park Limited - operation of a holiday park in the Peak District.

• Bolta Bilderrahmen GmbH - property management.

• Melham Investments Limited - holding company.

The results for the year are set out on page 8.

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

No preference 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:

In accordance with the company's articles, a resolution proposing that UHY Hacker Young be reappointed as auditor of the group will be put at a General Meeting.

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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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 Purico Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, 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, the group statement of cash flows 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 group's and the parent company's affairs as at 31 December 2024 and of the group's 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 group and parent 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.

Material uncertainty relating to going concern

We draw your attention to Note 1.3 to the financial statements which explains that the group and company relies on support from the wider group in the form of intercompany loans. Although the group has no intention to withdraw this support or demand repayments on the loan, there is no guarantee that this support will remain in place for at least 12 months from the signing of the financial statements.

The conditions along with the other matters set forth in note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the group and company’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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

Our responsibilities and the responsibilities of the directors with respect to the going concern are described in the relevant section 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Group, which were contrary to applicable laws and regulations including fraud, the Licensing Act 1964, the Health and Safety at Work Act 1974 and Fire Safety Regulations and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to overstating assets and understating liabilities.

Audit procedures performed included:

• Enquiry of management regarding any instances of actual or potential fraud during the year;

• Assessment of fraud prevention and detection procedures within the group;

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• Confirmed existence and the reasonableness of the property valuations;

• Reconciliation of hotel sales recorded from the front of house system;

• Enquiry of management regarding actual and potential litigation and claims, or any potential breaches of laws and regulations; and

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

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

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 £1,732,290 (2023 - £92,991 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Purico Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Environment House, 1 St. Marks Street, Nottingham, NG3 1DE.

The group consists of Purico Group Limited and all of its subsidiaries.

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 £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of leasehold properties. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

• 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; and

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

The consolidated financial statements incorporate those of Purico Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The current year profit and loss account and statement of cash flows also includes the results and cash flows of Purico Hotels Limited, Cricklade House Hotel Limited and Cricklade Property Limited from 6 February 2024, the date at which the subsidiaries were acquired by the group.

All of the subsidiaries has been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of group companies since the date of acquisition. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

The financial statements have been prepared on a going concern basis not withstanding the loss before tax of £1.027k (2023: £420k) made to 31 December 2024.

The group is reliant upon the continued provision of financial support from related companies, in the form of loans.

The wider group has no current intention to withdraw this support or demand repayment on the loans. However, without a guarantee this support will remain in place for at least the next 12 months, there remains a material uncertainty as to whether, without this support, all liabilities will be met as they fall due for at least 12 months from the signing of these financial statements.

Group 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.

Revenue from the sale of goods in the bar and restaurants is recognised when the goods are sold to the customer. Revenue from contracts for the provision of services is recognised on the date the service is provided to the customer. For weddings and other events this is recognised on the date of the event. Revenue from accommodation is recognised on the date of the overnight stay.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

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:

Freehold land is not depreciated as residual values are expected to exceed cost.

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.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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).

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials.

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 group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Basic financial assets, which include debtors, loans to related parties and cash and bank balances, are initially measured at transaction price. Financial assets classified as payable within one year are not amortised.

Basic financial liabilities, including creditors, bank loans and loans from related parties, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

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

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 leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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. Exchange rate differences arising from overseas subsidiaries as a result of using the exchange rate at the transaction date are shown through other comprehensive income.

In the application of the group’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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

At the year end there are significant debtor balances due from related companies. Whilst the directors monitor these regularly and believe they are fully recoverable there is an area of judgement as to whether a provision is required.

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

Their aggregate remuneration comprised:

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:

At the year end the group had losses of £1,347,000 (2023: £196,000) carried forward.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Bolta Bilderrahmen is registered in Germany, Industriestraße 22, 91227 Leinburg. The Registered office address for all other subsidiaries is Environment House, 1 St. Marks Street, Nottingham, NG3 1DE.

Skerritts of Nottingham Limited is owned by Melham Investments Limited.

Included within the company other debtors is £2,386,193 (2023: £3,519,770) and group £2,497,138 (2023: £3,761,744) due from related parties.

Amounts owed to related parties are secured over certain assets of the company.

Included in other borrowings is £4,586,749 (2023: £4,586,749) due to related parties.

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.

At the balance sheet date, there were unpaid defined pension scheme contributions of £8,598 (2023: £5,104) included within other creditors.

Profit and loss account represents cumulative profit or losses, net of dividends paid and other adjustments.

On 6 February 2024 the group acquired 100% percent of the issued capital of Purico Hotels Limited.

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

The operating leases represent property leases to third parties.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

The company has taken advantage of the exemption available under section 1AC.35 of FRS 102, from disclosing transactions entered into between two or more wholly owned members of the group.

The following transactions and balances are with related companies (incorporated in England unless otherwise stated) of Purico Group Limited and its subsidiary companies:

The company has taken advantage of the exemption available under section 1AC.35 of FRS 102, from disclosing transactions entered into between two or more wholly-owned members of the group.

The company is controlled by Clary Limited, a company incorporated on the Isle of Man. In the opinion of the directors, Clary Limited is the company's ultimate controlling party.