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Registered number: 12414616 BWUK OWNER LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
BWUK OWNER LTD CONTENTS
| Page
Company Information | 1
Group Strategic Report | 2 - 4
Directors' Report | 5 - 6
Independent Auditors' Report | 7 - 10
Consolidated Statement of Comprehensive Income | 11
Consolidated Balance Sheet | 12 - 13
Company Balance Sheet | 14
Consolidated Statement of Changes in Equity | 15 - 16
Company Statement of Changes in Equity | 17 - 18
Consolidated Statement of Cash Flows | 19
Consolidated Analysis of Net Debt | 20
Notes to the Financial Statements | 21 - 39
BWUK OWNER LTD COMPANY INFORMATION
Directors | Justin David Petersen
| Eric Donald Hassberger
| Andrew Jay Weprin
| Benjamin Jason Weprin
Company secretary | Broughton Secretaries Limited
Registered number | 12414616
Registered office | 54 Portland Place
| London
| W1B 1DY
Independent auditors | MHA
| Statutory Auditors
| 2 London Wall Place EC2Y 5AU London, United Kingdom
Page 1
BWUK OWNER LTD GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present their strategic report of the Group and Company for the year ended 31 December 2024.
Business review
The Group's principal activity is the operation of the Marine Hotel in North Berwick, Scotland. The Company’s principal activity is the holding of debt and other financial instruments for the Group. The loss for the year, after taxation, amounted to £1,354,427 (2023: £2,787,642).
Principal risks and uncertainties
Some risks are excluded because management considers them not to be material to the Group. Additionally, there may be risks and uncertainties not presently known to the management team or which are deemed immaterial to the Group.
Market and hotel industry risks:
The Group's operations and its results are subject to a number of factors which could affect the business, many of which are common to the hotel industry and beyond the Group's control, such as a potential global economic downturn; changes in travel patterns in the structure of the travel industry; and the potential increase in acts of terrorism. The impact of any of these factors (or a combination of them) may adversely affect sustained levels of occupancy, room rates and/or hotel values. Although management seeks to identify risks at the earliest opportunity, many of these risks are beyond the control of the Group. The Group has recovery plans in place to enable it to respond to major incidents or crises and takes steps to minimise these exposures to the greatest extent possible.
Borrowings:
As with all loan financing, there is a risk that the Group may be at risk of default under the financing arrangements. To mitigate against this risk, the management team meet regularly to review the performance of the hotel. The covenant ratios within the financing agreement are applied to the hotel and monitored on an ongoing basis.
Fixed operating expenses:
The Group incurs operating expenses such as personnel costs, operating leases, information technology and telecommunications which are to a large extent fixed. As such, operating results may be vulnerable to short term changes in revenues. The Group has appropriate management systems in place such as staff outsourcing designed to create flexibility in operating cost base so as to optimise operating profits in volatile trading conditions. Page 2
BWUK OWNER LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Key senior personnel and management:
The success of the Group is partially attributable to the efforts and abilities of its senior managers. Failure to retain its senior management teams or other key personnel may threaten the success of the Group's operations. The Group has appropriate systems in place for recruitment, reward and compensation, and performance management. Development and maintenance of the Group's culture also plays a leading role in minimising risk. The key senior management in the hotels is provided by Schulte Hospitality Group UK Ltd and therefore there is a pool of staff available should key personnel leave.
Pricing:
Pricing is established using a bottom-up segmentation analysis of occupancy rates and average daily rates ("ADR"). Baseline assumptions are derived from a variety of third-party sources including Smith Travel Research ("STR") reports, operating budgets provided by the Group's third-party management platform, and historical performance. The Group utilizes this information in conjunction with trends observed at other properties with similar market dynamics.
Cash flow:
The ability to generate cash flow to pay staff, vendors, debt service and all other third parties is crucial for the longevity of the Group. The Group closely monitors all available sources of capital via hotel revenues and reserves to ensure the ability to make payments when due.
Financial key performance indicators
Gross operating profit is the primary financial key performance indicator ("KPI") utilized by the Group to monitor the operations of the hotel being defined as revenue less cost of sales. This is noted as being £3,620,893 (2023: £2,822,443) for the year. The Group views this metric as its most significant financial KPI as it reflects how effectively it is able to generate profit from hotel operations. Based on the final 2024 budget, the Group did not meet its expectations for the year.
Other key performance indicators
The three other KPIs relevant to the Group and overall hospitality industry are average daily rate (“ADR”), occupancy, and revenue per available room (“RevPAR”). ADR measures the average rental revenue per occupied room and is calculated as total room revenue divided by the number of rooms sold. Occupancy rate is measured by dividing the number of occupied rooms by the number of available rooms. RevPAR measures the amount of revenue generated by a single room and is calculated as room revenue divided by the total number of available rooms. These KPIs are used to monitor success in that the figures reflect the ability to generate guest stays and maximize the amount of associated revenue. The Group did not meet its expectations on these metrics for the year.
Future developments
The directors expect the business to continue operating for the foreseeable future. Page 3
BWUK OWNER LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 This report was approved by the board and signed on its behalf.
Justin David Petersen Director
Date: 30 September 2025
Page 4
BWUK OWNER LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 2024.
Results and dividends
The loss for the year, after taxation, amounted to £1,354,427 (2023 - loss £2,787,642). The dividends voted for the year amounted to £NIL (2023: £NIL).
Directors
The Directors who served during the year were:
Justin David Petersen
Eric Donald Hassberger
Andrew Jay Weprin
Benjamin Jason Weprin
Directors' responsibilities statement
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Future developments
Future developments of the Company and Group are discussed in the Strategic Report.
Qualifying third party indemnity provisions
Qualifying third party indemnity provision subsists for the benefit of the Directors and was in place throughout the financial year. Page 5
BWUK OWNER LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the directors are aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
Post balance sheet events of the Group have been discussed in the notes to the financial statements.
Auditor
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Justin David Petersen Director
Date: 30 September 2025
Page 6
BWUK OWNER LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWUK OWNER LTD
Opinion
We have audited the financial statements of BWUK Owner Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company'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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 7
BWUK OWNER LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWUK OWNER LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 8
BWUK OWNER LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWUK OWNER LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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: ∙enquiry of management, those charged with governance around actual and potential litigation and claims ∙performing audit work over the risk and management override of controls, including testing of journal entriesand other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; ∙reviewing minutes and meetings of those charged with governance; and ∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Other matters - prior year figures unaudited
In accordance with ISA 710, the prior year compatative figures are noted as being unaudited. We have obtained appropriate audit evidence that the opening balances do not contain misstatements that materially affect the current period's financial statements.
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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Page 9
BWUK OWNER LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BWUK OWNER LTD (CONTINUED) Rajeev Shaunak FCA (Senior Statutory Auditor) for and on behalf of MHA Statutory Auditors London, United Kingdom Date: MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) 30 September 2025 Page 10
BWUK OWNER LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
| £ | £
Turnover | 4 | 7,692,413 | 7,136,015
Cost of sales |  | (4,071,520) | (4,313,572)
Gross profit |  | 3,620,893 | 2,822,443
Administrative expenses |  | (3,538,595) | (4,303,323)
Operating profit/(loss) |  | 82,298 | (1,480,880)
Interest receivable and similar income | 7 | - | 44,555
Interest payable and similar expenses | 8 | (1,436,725) | (1,351,317)
Loss before tax |  | (1,354,427) | (2,787,642)
Loss for the financial year |  | (1,354,427) | (2,787,642)
Profit for the year attributable to: |  |  |
Owners of the parent company |  | 1,354,427 | 2,787,642
There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 21 to 39 form part of these financial statements.
Page 11
BWUK OWNER LTD REGISTERED NUMBER: 12414616 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 10 |  | 7,237,035 |  | 7,495,703
Tangible assets | 11 |  | 14,261,232 |  | 14,896,132
|  |  | 21,498,267 |  | 22,391,835
Current assets |  |  |  |  |
Stocks | 13 | 35,697 |  | 41,346 |
Debtors: amounts falling due within one year | 14 | 357,529 |  | 383,712 |
Cash at bank and in hand | 15 | 1,878,989 |  | 1,675,350 |
|  | 2,272,215 |  | 2,100,408 |
Creditors: amounts falling due within one year |  | (25,536,549) |  | (9,957,696) |
Net current liabilities |  |  | (23,264,334) |  | (7,857,288)
Total assets less current liabilities |  |  | (1,766,067) |  | 14,534,547
Creditors: amounts falling due after more than one year |  |  | (21,612) |  | (14,967,799)
Net liabilities |  |  | (1,787,679) |  | (433,252)
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 112,536 |  | 112,536
Share premium account |  |  | 11,140,917 |  | 11,140,917
FF&E reserve |  |  | 321,919 |  | 514,795
Profit and loss account |  |  | (13,363,051) |  | (12,201,500)
|  |  | (1,787,679) |  | (433,252)
Page 12
BWUK OWNER LTD REGISTERED NUMBER: 12414616 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Justin David Petersen
Director
Date: 30 September 2025
The notes on pages 21 to 39 form part of these financial statements. Page 13
BWUK OWNER LTD REGISTERED NUMBER: 12414616 COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 14,261,232 |  | 14,863,348
Investments | 12 |  | 8,116,348 |  | 8,116,348
|  |  | 22,377,580 |  | 22,979,696
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 5,478,918 |  | 5,987,600 |
Cash And Cash Equivalents | 15 | 215,912 |  | 245,107 |
|  | 5,694,830 |  | 6,232,707 |
Creditors: amounts falling due within one year |  | (24,001,593) |  | (8,175,883) |
Net current liabilities |  |  | (18,306,763) |  | (1,943,176)
Total assets less current liabilities |  |  | 4,070,817 |  | 21,036,520
HP, finance leases and other lease liabilities |  |  | (21,612) |  | (14,967,799)
Net assets |  |  | 4,049,205 |  | 6,068,721
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 112,536 |  | 112,536
Share premium account | 21 |  | 11,140,917 |  | 11,140,917
Profit and loss account | 21 |  | (7,204,248) |  | (5,184,732)
|  |  | 4,049,205 |  | 6,068,721
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Justin David Petersen
Director
Date: 30 September 2025
The notes on pages 21 to 39 form part of these financial statements. Page 14
BWUK OWNER LTD CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | FF&E reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 112,536 | 11,140,917 | 514,795 | (12,201,500) | (433,252)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (1,354,427) | (1,354,427)
Transfer from FF&E reserve | - | - | (192,876) | 192,876 | -
At 31 December 2024 | 112,536 | 11,140,917 | 321,919 | (13,363,051) | (1,787,679)
| The notes on pages 21 to 39 form part of these financial statements.
Page 15
BWUK OWNER LTD CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Share premium account | FF&E reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2023 | 112,536 | 11,140,917 | 142,809 | (9,041,872) | 2,354,390
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (2,787,642) | (2,787,642)
Transfer to FF&E reserve | - | - | 371,986 | (371,986) | -
At 31 December 2023 | 112,536 | 11,140,917 | 514,795 | (12,201,500) | (433,252)
| The notes on pages 21 to 39 form part of these financial statements.
Page 16
BWUK OWNER LTD COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 112,536 | 11,140,917 | (5,184,732) | 6,068,721
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (2,019,516) | (2,019,516)
At 31 December 2024 | 112,536 | 11,140,917 | (7,204,248) | 4,049,205
| The notes on pages 21 to 39 form part of these financial statements.
Page 17
BWUK OWNER LTD COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 112,536 | 11,140,917 | (3,270,456) | 7,982,997
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (1,914,276) | (1,914,276)
At 31 December 2023 | 112,536 | 11,140,917 | (5,184,732) | 6,068,721
| The notes on pages 21 to 39 form part of these financial statements.
Page 18
BWUK OWNER LTD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (1,354,427) | (2,787,642)
Adjustments for: |  |
Amortisation of intangible assets | 258,668 | 309,337
Depreciation of tangible assets | 823,759 | 756,480
Interest paid | 1,436,725 | 1,351,317
Interest received | - | (44,555)
Decrease/(increase) in stocks | 5,649 | (2,482)
Decrease in debtors | 26,183 | 175,563
(Decrease)/increase in creditors | (237,153) | 709,370
Corporation tax paid | - | (12,885)
Net cash generated from operating activities | 959,404 | 454,503
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (188,859) | (313,865)
Interest received | - | 44,555
HP interest paid | (6,202) | (8,764)
Net cash from investing activities | (195,061) | (278,074)
Cash flows from financing activities |  |
Other new loans | 79,188 | 80,120
Repayment of finance leases | (31,892) | (29,329)
New loans from group companies | 822,523 | 968,370
Interest paid | (1,430,523) | (1,342,553)
Net cash used in financing activities | (560,704) | (323,392)
Net increase/(decrease) in cash and cash equivalents | 203,639 | (146,963)
Cash and cash equivalents at beginning of year | 1,675,350 | 1,822,313
Cash and cash equivalents at the end of year | 1,878,989 | 1,675,350
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,878,989 | 1,675,350
The notes on pages 21 to 39 form part of these financial statements.
Page 19
BWUK OWNER LTD CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
| At 1 January 2024 | Cash flows | Other non-cash changes | At 31 December 2024
| £ | £ | £ | £
Cash at bank and in hand | 1,675,350 | 203,639 | - | 1,878,989
Debt due after 1 year | (14,911,509) | (79,188) | 14,990,697 | -
Debt due within 1 year | - | - | (14,990,697) | (14,990,697)
Finance leases | (88,182) | 31,892 | - | (56,290)
| (13,324,341) | 156,343 | - | (13,167,998)
The notes on pages 21 to 39 form part of these financial statements.
Page 20
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
BWUK Owner Limited, company number 12414616, is a private company limited by shares, registered and incorporated in the United Kingdom. The registered office address is 54 Portland Place, London, United Kingdom, W1B 1DY. The principal activity of the Company is to act as a holding entity for a hotel and hospitality company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. Advantage has also been taken of the disclosure exemption for the parent Company to not present its own Statement of Cash Flows. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The directors confirm that, having reviewed the Company's cash requirements for the next 12 months from the date of signing the financial statements, they have formed a judgement that the Group and Company have reasonable expectations that adequate resources will be available to continue operations for the foreseeable future. The Group has also received confirmation of support from its parent, for at least 12 months after the signing of the audit report, which provides additional security on the resources available to continue as a going concern. Therefore, these financial statements have been prepared on the going concern basis. In forming this judgement, the directors have reviewed forecasts for 2025-26, cash flow projections from the date of the approval of these financial statements, contingency planning and the sufficiency of banking facilities. The Company is reliant on the continued trading performance of the Group, which is in a net liabilities position, but will also be a beneficiary of the support offered from the parent. The directors are comfortable that the Group will generate sufficient value to continue to settle liabilities as they fall due. Page 21
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's and Group's functional and presentational currency is GBP rounded to the nearest £1. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Page 22
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 23
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.10 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 24
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - |  | over period of lease of the property, 3.33%
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | hotel itself over period of lease of the property, 3.33%. Building additions over 50 years, 2%.
|  |  |  | Plant and machinery | - | over period of 8 years, 12.5%.
|  |  |  | Pre-opening expenditure | - | over period of 1 year and 1 day, 100%.
|  |  |  | Fixtures and fittings | - | over period of 8 years, 12.5%.
|  |  |  | Computer equipment | - | over period of 3 years, 33.33%.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 25
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Balance Sheet when the Group 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 Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and Page 26
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs eccept in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are Page 27
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have applied their judgement in the use of certain critical accounting policies. Assets are typically held at cost and depreciated over their useful economic lives. The exception to this is when purchases are part of a recognised refurbishment period; these are held at cost and are depreciated when they reach a stage of operation. The Group has a policy of capitalising all costs it deems necessary to operate the hotel for its intended purpose. Pre-opening expenditure relates to costs directly attributable to operational activities and has been depreciated over a period of 1 year and 1 day.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Room sales | 4,530,786 | 4,092,546
| Food and beverage sales | 2,036,042 | 2,260,864
| Spa sales | 978,253 | 657,942
| Miscellaneous sales | 147,332 | 124,663
|  | 7,692,413 | 7,136,015
| All turnover arose within the United Kingdom.
Page 28
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 49,750 | -
| Fees payable to the Group's auditors in respect of bookkeeping services | 52,000 | 52,000
| Fees payable to the Group's auditors in respect of taxation compliance services | 6,000 | 6,000
6. | Employees
| Staff costs were as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Wages and salaries | 2,443,432 | 2,038,271 | - | -
| Cost of defined contribution scheme | 115,018 | 86,693 | - | -
|  | 2,558,450 | 2,124,964 | - | -
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Employees | 117 | 68
| The Group/Company's directors did not receive any remuneration during the year (2023 - £NIL).
7. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | - | 44,555
Page 29
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 7,341 | -
| Mortgage interest payable | 1,423,182 | 1,341,201
| Finance leases and hire purchase contracts | 6,202 | 8,764
| Other interest payable | - | 1,352
|  | 1,436,725 | 1,351,317
9. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on loss | - | -
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,354,427) | (2,787,642)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 19%) | (257,341) | (529,652)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 206,421 | 202,505
| Deferred tax asset on loss not recognised | 50,920 | 327,147
| Total tax charge for the year | - | -
Page 30
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 9.Taxation (continued)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
10. | Intangible assets
| Group and Company
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 8,497,863
| At 31 December 2024 | 8,497,863
| Amortisation |
| At 1 January 2024 | 1,002,160
| Charge for the year on owned assets | 258,668
| At 31 December 2024 | 1,260,828
| Net book value |
| At 31 December 2024 | 7,237,035
| At 31 December 2023 | 7,495,703
Page 31

|  | BWUK OWNER LTD |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| 11. | Tangible fixed assets
|  | Group
|  | Long-term leasehold property | Plant and machinery | Pre-opening expenditure | Fixtures and fittings | Computer equipment | Works in progress | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |  |
| At 1 January 2024 | 14,178,789 | 156,624 | 466,331 | 2,735,868 | 152,128 | 6,345 | 17,696,085
| Additions | 2,750 | - | - | 186,109 | - | - | 188,859
| Disposals | - | - | (340,799) | - | - | - | (340,799)
| Transfers between classes | 141 | - | - | 6,204 | - | (6,345) | -
| At 31 December 2024 | 14,181,680 | 156,624 | 125,532 | 2,928,181 | 152,128 | - | 17,544,145
| Depreciation |  |  |  |  |  |  |
| At 1 January 2024 | 1,388,261 | 75,702 | 466,331 | 750,315 | 119,344 | - | 2,799,953
| Charge for the year on owned assets | 391,815 | 31,325 | - | 367,835 | 32,784 | - | 823,759
| Disposals | - | - | (340,799) | - | - | - | (340,799)
| At 31 December 2024 | 1,780,076 | 107,027 | 125,532 | 1,118,150 | 152,128 | - | 3,282,913
| Net book value |  |  |  |  |  |  |
| At 31 December 2024 | 12,401,604 | 49,597 | - | 1,810,031 | - | - | 14,261,232
Page 32

|  | BWUK OWNER LTD |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11.Tangible fixed assets (continued)
| At 31 December 2023 | 12,790,528 | 80,922 | - | 1,985,553 | 32,784 | 6,345 | 14,896,132
|  | Company
|  | Long-term leasehold property | Plant and machinery | Pre-opening expenditure | Fixtures and fittings | Other fixed assets | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2024 | 14,178,789 | 156,624 | 340,799 | 2,735,868 | 6,345 | 17,418,425
| Additions | 2,750 | - | - | 186,109 | - | 188,859
| Disposals | - | - | (340,799) | - | - | (340,799)
| Transfers between classes | 141 | - | - | 6,204 | (6,345) | -
| At 31 December 2024 | 14,181,680 | 156,624 | - | 2,928,181 | - | 17,266,485
| Depreciation |  |  |  |  |  |
| At 1 January 2024 | 1,388,261 | 75,702 | 340,799 | 750,315 | - | 2,555,077
| Charge for the year on owned assets | 391,815 | 31,325 | - | 367,835 | - | 790,975
| Disposals | - | - | (340,799) | - | - | (340,799)
| At 31 December 2024 | 1,780,076 | 107,027 | - | 1,118,150 | - | 3,005,253
Page 33

|  | BWUK OWNER LTD |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11.Tangible fixed assets (continued)
| Net book value |  |  |  |  |  |
| At 31 December 2024 | 12,401,604 | 49,597 | - | 1,810,031 | - | 14,261,232
| At 31 December 2023 | 12,790,528 | 80,922 | - | 1,985,553 | 6,345 | 14,863,348
| Security is in place on the Marine Hotel in case of default on a loan held by the Company. There were no defaults in the current year.
Page 34

BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 8,116,348
| At 31 December 2024 | 8,116,348
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| BWUK Operator Ltd | 54 Portland Place, London, England, W1B 1DY | Ordinary | 100%
| The above subsidiary is included in the consolidation and is directly owned by BWUK Owner. The Company has provided BWUK Operator Limited, registration number 12414616, with a parental guarantee in accordance with section 479C of the Companies Act 2006. As such, advantage has been taken of the audit exemption available for BWUK Operator Limited conferred by Section 479A of the Companies Act 2006 relating to the audit of their individual statements.
13. | Stocks
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Raw materials and consumables | 35,697 | 41,346 | - | -
Page 35
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade debtors | 231,696 | 238,434 | - | -
| Amounts owed by group undertakings | - | - | 5,466,107 | 5,957,769
| Other debtors | - | 29,833 | 12,811 | 29,831
| Prepayments and accrued income | 125,833 | 115,445 | - | -
|  | 357,529 | 383,712 | 5,478,918 | 5,987,600
15. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 1,878,989 | 1,675,350 | 215,912 | 245,107
16. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Other loans | 14,990,697 | - | 14,990,697 | -
| Trade creditors | 628,773 | 709,533 | 90,525 | 93,941
| Amounts owed to group undertakings | 8,684,992 | 7,862,469 | 8,684,992 | 7,862,468
| Other taxation and social security | 237,833 | 65,258 | - | -
| Obligations under finance lease and hire purchase contracts | 34,678 | 31,892 | 34,678 | 31,892
| Other creditors | 102,479 | 91,005 | - | -
| Accruals and deferred income | 857,097 | 1,197,539 | 200,701 | 187,582
|  | 25,536,549 | 9,957,696 | 24,001,593 | 8,175,883
| Amounts owed to group undertakings are unsecured, bear no interest, and are repayable on demand. See note 23 for information on the related party's disclosure exemption for wholly-owned subsidiaries. The other loan is provided by Starfin Lux S.a.r.l and is secured on the Marine Hotel. This has been split into Facility A (with a drawdown limit of £10,500,000) and Facility B (with a drawdown limit of £4,500,000). Interest is charged at 4.25% per annum plus LIBOR. The loan was due for repayment on 12 February 2025. See note 24 for more information.
Page 36
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Other loans | - | 14,911,509 | - | 14,911,509
| Net obligations under finance leases and hire purchase contracts | 21,612 | 56,290 | 21,612 | 56,290
|  | 21,612 | 14,967,799 | 21,612 | 14,967,799
The other loan is now due within 1 year and has been moved to other loans under one year in note 16.
18. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Within one year | 34,678 | 31,892
| Between 1-2 years | 21,612 | 34,678
| Between 2-5 years | - | 21,612
|  | 56,290 | 88,182
19. | Deferred taxation
| Deferred tax assets of £2,608,444 at the substantively enacted rate of 25% in total have not been recognised (2023: £2,604,186 at 25%). The group has gross tax losses of £11,411,494 (2023: £11,047,695) with a corresponding deferred tax asset of £2,852,874 (2023: £2,761,924) and other temporary differences of £613,921 (2023: £994,750) with a deferred tax liability thereon of £153,480 (2023: £248,688). The company has gross tax losses of £5,947,478 (2023: £5,354,737), giving rise to an unrecognised deferred tax asset of £1,486,870 (2023: £1,338,684).
20. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 11,253,552 (2023 - 11,253,552) Ordinary shares of £0.01 each | 112,536 | 112,536
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BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 20.Share capital (continued)
| Ordinary shareholders have the right to receive notice of, and to attend, speak and vote at all general meetings of the Company and shall receive, vote on and constitute an eligible member for the purposes of all written resolutions of the Company, with the right to cast a vote for each ordinary share of which they are the holder.
21. | Reserves
Share premium account This reserve represents the excess of share capital subscriptions over the nominal value of the shares. FF&E reserve This reserves represents an appropriation for future capital purchases. Profit and loss account This reserve represents accumulated profit and losses net of any dividends paid.
22. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £115,018 (2023: £86,693). Contributions totalling £8,991 (2023: £9,405) were payable to the fund at the balance sheet date.
23. | Related party transactions
| Refer to notes 14 and 16 for disclosure of the related party transactions. All related party transactions were with wholly owned companies within the group and are therefore exempt from disclosure under FRS 102 Section 33.1A.
24. | Post balance sheet events
The Company repaid the £15,000,000 loan due to Starfin Lux S.a.r.l on 13 August 2025. The loan was repaid using proceeds from a new loan facility totaling £15,000,000 provided by Jovi Issuer DAC and Liajoy Ireland DAC. Interest is charged at 3.75% per annum plus three-month compounded SONIA. The loan facility is secured on all present freehold property and assets of the Company. The termination date is 12 August 2028, with an option to extend to 12 August 2029 subject to certain conditions. The event noted above is considered a non-adjusting post-balance sheet event. Page 38
BWUK OWNER LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
25. | Controlling party
The directors consider that the ultimate controlling party and ultimate parent undertaking of the Company is AJ Berwick Fund LLC (Delaware), headquartered in the United States. This is the largest group to draw up consolidated financial statements, which are available at the company’s address: 20 N. Wacker, Suite 3900, Chicago, Illinois, 60606.
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