ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

Registered number: 12473118

BXTR SERVICES LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

BXTR SERVICES LIMITED

COMPANY INFORMATION

Directors	R M Baxter
	R A Baxter
	A Maxwell
	E E Podbury
	A S M Wong
	J P Fawcett


Registered number	12473118


Registered office	C/o Imbiba Growth LLP
	The Loft
	1-3 Langley Court
	London
	WC2E 9JY


Independent auditors	AAB Audit & Accountancy Limited
	133 Finnieston Street
	Glasgow
	G3 8HB


Bankers	Royal Bank of Scotland
	6-8 George Street
	Edinburgh
	EH2 2PF

BXTR SERVICES LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated statement of financial position	10
Company statement of financial position	11
Consolidated statement of changes in equity	12 - 13
Company statement of changes in equity	14
Consolidated statement of cash flows	15 - 16
Consolidated analysis of net debt	17
Notes to the financial statements	18 - 32

BXTR SERVICES LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

Introduction

The directors present their strategic report and audited financial statements for the year ended 31 January 2025.

Business review

This has been a transitional year for the Group – as well as continuing to refine the Group’s offering, the Group opened its Glasgow hotel in Apr-24 following which a review of the management structure was completed. In Oct-24, the Group refinanced and consolidated its debt finance and reduced the cost of capital as part of this exercise.
The Group made a loss of £2,281,652 due to a series of one-off costs associated with management restructure and refinancing as well as a few months of losses prior to Glasgow opening.
Since Glasgow’s opening, the trading business has been EBITDA positive. All sites continue to outperform the market against its competitor set across all key performance indicators in terms of occupancy and ADR and continues to be highly cash generative.

Principal risks and uncertainties

Consumer risk
The market within which group operates is highly competitive and subject to changing consumer trends in the growing competitive socialising market.
As mitigation against this risk, we invest significantly in the development of our new sites and maintaining our existing venues to create a best-in-class consumer experience for our guests, identifying trends and enhancing our products.
Commercial Risks
The company monitors and controls normal commercial risks such as customer satisfaction and segmentation as well as cost control, in order to protect the company from such risks.

Financial risk management objectives and policies

The group's objective is to ensure that its working capital requirements are met.
Whilst the group has secured bank and investor led funding for capital investment expected to the date of approval of the financial statements, the group intends to fund its on-going operations through cash generated from operating activities.
The group maintains regular cash forecasting in order to monitor the liquidity of the Group and ensure it can meet liabilities as they fall due.

Key performance indicators

The directors monitor the financial performance of the company through a combination of individual hotel P&L’s KPI’s, including revenue, gross margins, occupancy levels and spend per head.
These key indicators are used by the management team to continually measure business performance.

Page 1

BXTR SERVICES LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2025

This report was approved by the board and signed on its behalf.

A S M Wong

Director

Date: 31 October 2025

Page 2

BXTR SERVICES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their report and the financial statements for the year ended 31 January 2025.

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.

Results and dividends

The loss for the year, after taxation, amounted to £2,281,652 (2024 - loss £1,400,143).

No dividend was paid in the year (2024 - £nil).

Directors

The directors who served during the year were:

R M Baxter

R A Baxter

A Maxwell (appointed 3 June 2024)

E E Podbury

A S M Wong (appointed 3 June 2024)

J P Fawcett (appointed 3 June 2024)

Page 3

BXTR SERVICES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2025

Future developments

The Group signed a Hotel Management Agreement for a 79-bedroom hotel and rooftop bar in Canary Wharf in Oct-24 – construction is well underway and is on track to open to the public in Nov-25.
Since the year-end, having reviewed the cost of developing the existing freehold in Manchester, the Directors have decided the rising costs both in construction and operationally has rendered the existing plans uneconomical. It has therefore agreed to terms for the sale of the Manchester freehold.
The Group continues to pursue other growth opportunities for the business and is in advanced negotiations for another Hotel Management Agreement in London which would open to the public in Q4 2026.

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 director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Post year end management elected to sell the entirety of the land and buildings held within BXTR MCH Ltd. The selling price has been reflected as an adjusting post balance sheet event, see Note 13.

Auditors

The auditors, AAB Audit & Accountancy Limited, were appointed as auditors for the financial year 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.

A S M Wong

Director

Date: 31 October 2025

Page 4

BXTR SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BXTR SERVICES LIMITED

Opinion

We have audited the financial statements of BXTR Services Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 January 2025 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.

Material uncertainty related to going concern

We draw attention to note 2.3 in the financial statements, which indicates that the trading subsidiaries are reliant on group support from BXTR Services Limited, and future profit and cash generation from trading. As stated at note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists and may cast significant doubt on the company and grouop'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 basis of accounting in the preparation of the financial statements is appropriate.

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

Page 5

BXTR SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BXTR SERVICES LIMITED (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 3, 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 6

BXTR SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BXTR SERVICES LIMITED (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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to
be:

∙Management override of controls to manipulate the company's key performance indicators to meet targets;

∙Timing, completeness, accuracy and occurrence of revenue recognition;

∙Management judgement applied in calculating estimates and provisions, particularly around any potential impairment of the asset under construction;

∙The appropriateness of the going concern basis of accounting in the preparation of the financial statements;
and

∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

∙Testing of journal entries and other adjustments for appropriateness;

∙Testing a sample of revenue transactions to ensure appropriate evidence is obtained to support the assertion that timing, completeness, accuracy and occurrence of revenue recognised in the financial year is materially correct;

∙Evaluating the business rationale of significant transactions outside the normal course of business;

∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias, particularly around any potential impairment of the asset under construction;

∙Reviewing post year end results and cash flow forecasts to ensure we concur with management's assessment of the going concern assumption;

∙Enquiries of management about litigation and claims and inspection of relevant correspondence;

∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations;

∙Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied;

∙Analytical procedures to identify any unusual or unexpected trends or relationships; and

∙Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud.

Page 7

BXTR SERVICES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BXTR SERVICES LIMITED (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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.

Nicola MacLennan (Senior statutory auditor)

for and on behalf of

AAB Audit & Accountancy Limited

Statutory Auditor

133 Finnieston Street

Glasgow

G3 8HB

31 October 2025

Page 8

BXTR SERVICES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2025

	Continuing operations	Discontin'd operations	Total	Continuing operations	Discontinued operations	Total
				As restated	As restated	As restated
	2025	2025	2025	2024	2024	2024
Note	£	£	£	£	£	£


Turnover	4	4,865,155	-	4,865,155	2,016,867	911,960	2,928,827
Cost of sales		(2,060,364)	-	(2,060,364)	(861,267)	(399,692)	(1,260,959)
Gross profit		2,804,791	-	2,804,791	1,155,600	512,268	1,667,868
Administrative expenses		(3,767,875)	-	(3,767,875)	(1,851,150)	(655,992)	(2,507,142)
Other operating income	5	-	-	-	3,600	4,200	7,800
Fair value movements		(519,956)	-	(519,956)	-	-	-
Operating loss	6	(1,483,040)	-	(1,483,040)	(691,950)	(139,524)	(831,474)
Interest receivable and similar income	9	28	-	28	153	-	153
Interest payable and similar expenses	10	(798,640)	-	(798,640)	(568,822)	-	(568,822)
Loss before taxation		(2,281,652)	-	(2,281,652)	(1,260,619)	(139,524)	(1,400,143)
Loss for the financial year		(2,281,652)	-	(2,281,652)	(1,260,619)	(139,524)	(1,400,143)


Total comprehensive income for the year				(2,281,652)			(1,400,143)

(Loss) for the year attributable to:
Owners of the Company	(2,281,652)	-	(2,281,652)	(1,260,619)	(139,524)	(1,400,143)
	(2,281,652)	-	(2,281,652)	(1,260,619)	(139,524)	(1,400,143)

The notes on pages 18 to 32 form part of these financial statements.

Page 9

BXTR SERVICES LIMITED

REGISTERED NUMBER: 12473118

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 JANUARY 2025

		As restated
	2025	2024
Note	£	£

Fixed assets
Intangible assets	12		53,189		35,665
Tangible assets	13		9,928,011		9,777,162
			9,981,200		9,812,827
Current assets
Stocks	15	145,326		112,739
Debtors: amounts falling due within one year	16	348,249		611,163
Cash at bank and in hand	17	610,150		86,274
		1,103,725		810,176
Creditors: amounts falling due within one year	18	(2,319,934)		(2,001,095)
Net current liabilities			(1,216,209)		(1,190,919)
Total assets less current liabilities			8,764,991		8,621,908
Creditors: amounts falling due after more than one year	19		(8,016,502)		(5,591,767)
Provisions for liabilities
Net assets			748,489		3,030,141

Capital and reserves
Called up share capital	22	4,622	4,622
Share premium account	23	4,978,878	4,978,878
Profit and loss account	23	(4,235,011)	(1,953,359)
		748,489	3,030,141

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2025.

A S M Wong

Director

The notes on pages 18 to 32 form part of these financial statements.

Page 10

BXTR SERVICES LIMITED

REGISTERED NUMBER: 12473118

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 JANUARY 2025

		2025		2024
Note		£		£

Fixed assets
Investments	14		20		20
			20		20
Current assets
Debtors: amounts falling due within one year	16	12,942,048		7,210,060
Cash at bank and in hand	17	264,530		(20)
		13,206,578		7,210,040
Creditors: amounts falling due within one year	18	(789,994)		(105,050)
Net current assets			12,416,584		7,104,990
Total assets less current liabilities			12,416,604		7,105,010

Creditors: amounts falling due after more than one year	19		(8,007,669)		(2,399,231)

Net assets excluding pension asset			4,408,935		4,705,779
Net assets			4,408,935		4,705,779

Capital and reserves
Called up share capital	22	4,622	4,622
Share premium account	23	4,978,878	4,978,878
Profit and loss account	23	(574,565)	(277,721)
		4,408,935	4,705,779

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2025.

A S M Wong

Director

The notes on pages 18 to 32 form part of these financial statements.

Page 11

BXTR SERVICES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 February 2024 (as previously stated)	4,622	4,978,878	(1,761,643)	3,221,857
Prior year adjustment	-	-	(191,716)	(191,716)
At 1 February 2024 (as restated)	4,622	4,978,878	(1,953,359)	3,030,141
Comprehensive income for the year
Loss for the year	-	-	(2,281,652)	(2,281,652)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(2,281,652)	(2,281,652)
Total transactions with owners	-	-	-	-
At 31 January 2025	4,622	4,978,878	(4,235,011)	748,489

The notes on pages 18 to 32 form part of these financial statements.

Page 12

BXTR SERVICES LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 February 2023	4,622	4,978,878	(553,216)	4,430,284
Comprehensive income for the year
Loss for the year	-	-	(1,400,143)	(1,400,143)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(1,400,143)	(1,400,143)
Total transactions with owners	-	-	-	-
At 31 January 2024	4,622	4,978,878	(1,953,359)	3,030,141

The notes on pages 18 to 32 form part of these financial statements.

Page 13

BXTR SERVICES LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 February 2024 (as previously stated)	4,622	4,978,878	(208,490)	4,775,010
Prior year adjustment	-	-	(69,231)	(69,231)
At 1 February 2024 (as restated)	4,622	4,978,878	(277,721)	4,705,779
Comprehensive income for the year
Loss for the year	-	-	(296,844)	(296,844)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(296,844)	(296,844)
Total transactions with owners	-	-	-	-
At 31 January 2025	4,622	4,978,878	(574,565)	4,408,935

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 February 2023	4,622	4,978,878	(74,712)	4,908,788
Comprehensive income for the year
Loss for the year	-	-	(203,009)	(203,009)
Other comprehensive income for the year	-	-	-	-
Total comprehensive income for the year	-	-	(203,009)	(203,009)
Total transactions with owners	-	-	-	-
At 31 January 2024	4,622	4,978,878	(277,721)	4,705,779

The notes on pages 18 to 32 form part of these financial statements.

Page 14

BXTR SERVICES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JANUARY 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(2,281,652)	(1,400,143)
Adjustments for:
Amortisation of intangible assets	12,264	7,598
Depreciation of tangible assets	461,327	231,883
Interest paid	798,640	568,822
Interest received	(28)	(153)
(Increase) in stocks	(32,587)	(56,386)
Decrease/(increase) in debtors	261,914	(293,490)
Increase in creditors	388,149	423,696
Net fair value losses recognised in P&L	519,956	-
Net cash generated from operating activities	127,983	(518,173)

Cash flows from investing activities
Purchase of intangible fixed assets	(29,788)	(34,466)
Purchase of tangible fixed assets	(1,132,132)	(3,351,015)
Interest received	28	153
Net cash from investing activities	(1,161,892)	(3,385,328)

Page 15

BXTR SERVICES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2025

		2025	2024
		£	£


Cash flows from financing activities
New secured loans	4,756,833	625,325
Repayment of loans	(3,728,741)	(54,958)
Other new loans	1,092,940	2,330,000
Repayment of/new finance leases	(1,110)	(1,735)
Interest paid	(562,137)	-
Net cash used in financing activities	1,557,785	2,898,632
Net increase/(decrease) in cash and cash equivalents	523,876	(1,004,869)
Cash and cash equivalents at beginning of year	86,274	1,091,143
Cash and cash equivalents at the end of year	610,150	86,274

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	610,150	86,274
	610,150	86,274

The notes on pages 18 to 32 form part of these financial statements.

Page 16

BXTR SERVICES LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 JANUARY 2025


At 1 February 2024	Cash flows	Other non-cash changes	At 31 January 2025
£	£	£	£

Cash at bank and in hand	86,274	523,876	-	610,150
Debt due after 1 year	(5,640,408)	(1,731,089)	(636,172)	(8,007,669)
Debt due within 1 year	-	-	-	-
Finance leases	(1,110)	1,110	-	-
	(5,555,244)	(1,206,103)	(636,172)	(7,397,519)

The notes on pages 18 to 32 form part of these financial statements.

Page 17

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

1.	General information

BXTR Services Limited is a private limited company domiciled and incorporated in England and Wales. The registered office is C/O Imbiba Growth Llp, The Loft, 1-3 Langley Court, London, WC2E 9JY.
The principal activity of the group continued to be that of hotel and hostel operations.

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.

In order to correctly allocate costs within the Statement of Financial Position, a number of balances have been reallocated within debtors and creditors. The directors consider this provides a more appropriate guide to performance and aligns the statutory financial statements with internal performance indicators. This has resulted in a reallocation of £16,537 between other debtors and prepayments and accrued income, £60,000 between bank loans and other creditors, and £497,422 between other creditors and accruals and deferred income.

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 Statement of financial position, 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.

Page 18

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.3

Going concern

In the year ended 31 January 2025, the group made a loss of £2,281,652, had net current liabilities of £1,216,209 and net assets of £748,489.
The directors have undertaken a detailed assessment of the group’s financial position, including an analysis of cash flow forecasts based around future trading of the trading subsidiaries, BXTR Ltd and BXTR 3 Ltd, and group financing available. The group is anticipating proceeds from a post year end fixed assets sale which will allow the group to invest that cash in future profit and cash generating opportunities. This investment, external debt financing and existing trading is expected to generate cash. The directors have therefore considered the availability of resources for a period of at least twelve months from the date of approval of these financial statements, and therefore the ability to provide support to the group’s subsidiary entities. With external financing already in place; cash expected from the sale of the fixed asset allowing increased profitability and cash generation; and anticipated future trading; it has been determined the directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future.
Accordingly, the directors consider that the use of the going concern basis in preparing the financial statements is appropriate, however, the factors highlighted above create a material uncertainty that may cast significant doubt on the group's ability to continue as a going concern.

2.4

Revenue

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.

2.5

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.

2.6

Borrowing costs

Borrowing costs are recognised against the corresponding financial liability, and subsequently accounted for under the amortised cost method using the effective interest rate.

2.7

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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.8

Employee benefits

Short term employee benefits are recognised as an expense in the period in which they are incurred.

2.9

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 reporting 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 reporting 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 reporting date.

2.10

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.

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.

Amortisation is provided on the following bases:

				Trademarks	-	20%	straight line
				Web design	-	20%	straight line

2.11

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.

Page 20

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

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:

Land & buildings	-	5-10% straight line
Plant and machinery	-	20% straight line
Motor vehicles	-	25% straight line
Fixtures and fittings	-	10% straight line
Office equipment	-	33% straight line
Computer equipment	-	33% straight line

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.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

2.14

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.

2.15

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 and form an integral part of the Group's cash management.

2.16

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.

Page 21

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

2.17

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements and estimates have had the most significant effects on amounts recognised in the financial statements:
Assessing impairment for tangible fixed assets and investment property
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. Management consider each period whether there is any indication of impairment in relation to fixed asset investments. No such indicators have been identified in the current or prior period. There is no requirement to perform a
full impairment review unless such indicators exist.
Critical accounting judgements in applying the company’s accounting policies
In the opinion of the directors there are no other critical accounting judgements made in applying the company’s accounting policies that require disclosure in the financial statements.
Key source of estimation uncertainty
In the opinion of the directors there are no other key sources of estimation uncertainty that require disclosure in the financial statements.

Page 22

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

Turnover

The whole of the turnover is attributable to hotel and hostel operations.

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£	£

	Other operating income	-	7,800

Audit fees	38,000	16,650
Amortisation	12,264	7,598
Depreciation	461,327	231,883
Operating lease charges	132,127	139,411

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	1,829,540	1,165,814
Social security costs	148,276	86,134
Cost of defined contribution scheme	23,261	13,040
	2,001,077	1,264,988

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Employees	89	67

Page 23

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

8.	Directors' remuneration
		2025	2024
		£	£

	Directors' emoluments	180,000	13,750

9.	Interest receivable
		2025	2024
		£	£

Other interest receivable

153

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	551,614	487,306
Other loan interest payable	246,229	81,516
Other interest payable	797	-
	798,640	568,822

Page 24

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

11.	Taxation

Loss on ordinary activities before tax

(2,281,652)

(1,400,143)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(570,416)	(350,036)
Effects of:
Unutilised tax losses carried forward	-	350,036
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	109,435	-
Fixed asset differences	67,993	-
Non-taxable income	(3,174)	-
Other tax charge (relief) on exceptional items	(27,718)	-
Movement in deferred tax not recognised	423,880	-
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

12.	Intangible assets
	Group

	Trademarks	Computer software	Total
	£	£	£
Cost
At 1 February 2024	3,529	40,026	43,555
Additions - internal	3,695	26,093	29,788
At 31 January 2025	7,224	66,119	73,343
Amortisation
At 1 February 2024	-	7,890	7,890
Charge for the year	7,224	5,040	12,264
At 31 January 2025	7,224	12,930	20,154
Net book value
At 31 January 2025	-	53,189	53,189
At 31 January 2024	3,529	32,136	35,665

Page 26


		BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2025

	13.	Tangible fixed assets
		Group

	Land & Buildings	Asset under construction	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	£	£	£	£	£	£	£
Cost or valuation
At 1 February 2024	8,460,031	1,631,985	212,303	15,600	287,050	26,578	10,633,547
Additions	1,054,040	11,315	31,383	-	27,868	7,526	1,132,132
Transfers intra group	-	126,656	(126,656)	-	-	-	-
At 31 January 2025	9,514,071	1,769,956	117,030	15,600	314,918	34,104	11,765,679
Depreciation
At 1 February 2024	628,306	-	78,543	15,600	109,121	24,815	856,385
Charge for the year	403,580	-	25,445	-	26,791	5,511	461,327
Impairment charge	-	519,956	-	-	-	-	519,956
At 31 January 2025	1,031,886	519,956	103,988	15,600	135,912	30,326	1,837,668
Net book value
At 31 January 2025	8,482,185	1,250,000	13,042	-	179,006	3,778	9,928,011
At 31 January 2024	7,831,725	1,631,985	133,760	-	177,929	1,763	9,777,162

Page 27

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 February 2024	20
	At 31 January 2025	20

Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

BXTR Group Limited

C/O Imbiba Growth Llp The Loft, 1-3 Langley Court, London, England, WC2E 9JY

Holding company

Ordinary

100%

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

BXTR Holdings Limited	233 Cowgate,Edinburgh, Scotland,EH1 1JQ	Holding company	Ordinary	100%
BXTR Ltd	233 Cowgate,Edinburgh, Scotland,EH1 1JQ	Hotel and hostel operations	Ordinary	100%
BXTR 3 Ltd	233 Cowgate,Edinburgh, Scotland,EH1 1JQ	Hotel and hostel operations	Ordinary	100%
BXTR MCH Ltd	233 Cowgate,Edinburgh, Scotland,EH1 1JQ	Hotel and hostel operations	Ordinary	100%
BXTR Hostel Limited	233 Cowgate,Edinburgh, Scotland,EH1 1JQ	Dormant company	Ordinary	100%

Page 28

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

15.	Stocks
		Group	Group
		2025	2024
		£	£

	Finished goods and goods for resale	145,326	112,739

16.

Debtors

Group	Group As restated	Company	Company As restated
2025	2024	2025	2024
£	£	£	£


Amounts owed by group undertakings	-	-	12,887,985	7,201,207
Other debtors	249,050	520,329	52,432	6,008
Prepayments and accrued income	99,199	90,834	1,631	2,845
	348,249	611,163	12,942,048	7,210,060

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	610,150	86,274	264,530	(20)
	610,150	86,274	264,530	(20)

Page 29

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

18.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	389,028	569,192	106,641	4,655
Amounts owed to group undertakings	-	-	20	20
Other taxation and social security	190,664	186,009	-	-
Obligations under finance lease and hire purchase contracts	-	1,110	-	-
Other creditors	375,218	537,015	-	94,875
Accruals and deferred income	1,365,024	707,769	683,333	5,500
	2,319,934	2,001,095	789,994	105,050

19.	Creditors: Amounts falling due after more than one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		£	£	£	£

Bank loans	4,272,762	3,178,177	4,272,762	-
Other loans	8,833	-	-	-
Loan notes	3,429,163	2,333,000	3,429,163	2,330,000
Accruals and deferred income	305,744	80,590	305,744	69,231
	8,016,502	5,591,767	8,007,669	2,399,231

The group does not have a bank overdraft. The Westbrooke loan is secured by a fixed and floating charge over all assets of the group, a standard security over all Scottish assets, a share pledge over all shares and a subordinated creditor's security.

Page 30

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£


Amounts falling due 1-2 years
Bank loans	-	3,178,177	-	-
Other loans	8,833	-	-	-
	8,833	3,178,177	-	-
Amounts falling due 2-5 years
Bank loans	4,272,762	-	4,272,762	-

	4,281,595	3,178,177	4,272,762	-

21.	Discontinued operations
	In January 2024, the group ceased trading from its nightclub and pub/bar attached to the House of Gods Hotel, Edinburgh. Both the nightclub and pub/bar have been loss making over a period of time and a corporate decision was taken to curtail such underperforming venues financially in an attempt to improve the company's overall trading performance going forward in future years.

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

11,556 (2024 - 11,556) Ordinary A shares of £0.01 each	116	116
231,076 (2024 - 231,076) Ordinary B shares of £0.01 each	2,311	2,311
219,520 (2024 - 219,520) Preference shares of £0.01 each	2,195	2,195

	4,622	4,622

Holders of Ordinary A and Ordinary B shares are entitled to payment of dividends, with no such right attached to the holders of the Preference shares. All shareholders are entitled to vote on written resolutions, however only Ordinary A and Ordinary B shareholders are entitled to receive notice and vote at general meetings.

Page 31

BXTR SERVICES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025

23.

Reserves

Share premium account

The share premium account records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

The profit and loss account includes all current period retained profits or losses, less distributions made to shareholders.

24.	Prior year adjustment

Due to an accounting error, cost of sales and administrative expenses have been understated in previous periods. As such, both cost of sales and administrative expenses have been restated through the 2024 accounts. This has resulted in a restatement of £191,716 to the statement of comprehensive income for the year to 31 January 2024, a decrease in debtors of £2,181, an increase short term creditors of £120,304, and increase in long term creditors of £69,231.

25.	Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in independently administered funds. The pension costs and charges represent contributions payable by the company to the scheme in the period and amounted to £24,863 (2024 - £13,040). Contributions due to the fund at 31 January 2025 were £3,814 (2024 - £3,628)
and are included in other creditors.

26.

Related party transactions

The company has taken the exemption in section 33. 1A of FRS 102 not to disclose inter group transactions. All amounts owed to/from group undertakings are repayable on demand, and no interest is charged.

Transactions with directors
During the year, loans were extended to directors of £91,662, and payments were made against these loans of £314,923. Amounts totaling £50,000 were written off against directors loans, with a further provision of £95,335 processed. At the year end date, the total amount due from directors was £nil (2024 - £368,596).

27.	Controlling party

The ultimate controlling party is Imbiba Growth 1 LP.

Page 32