Woodley Hotels Limited

Contents

Strategic Report	1
Directors' Report	2
Statement of Directors' Responsibilities	3
Independent Auditor's Report	4 to 6
Statement of Income and Retained Earnings	7
Balance Sheet	8
Notes to the Financial Statements	9 to 14

Woodley Hotels Limited

Strategic Report for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

Principal activity

The principal activity of the company is is that of an intermediate holding company

Fair review of the business

The company continues to hold investments in Woodley Hotels (Hampshire) Limited, having disposed of Cavendish Close Limited in the year, and incurs minimal administrative expenses. Excluding the profit on disposal, these expenses were offset by a dividend received in year. The Directors are, however, satisfied with these results as the company has a strong cash and net asset position.

Principal risks and uncertainties

The main risk to the company is the recoverabiliy of debtors. The recoverability of debtors has been considered by the directors and no provision is deemed necessary.

Approved and authorised by the Board on 22 December 2025 and signed on its behalf by:
 

......................................... Mr S G Dhrona Director

Woodley Hotels Limited

Directors' Report for the Year Ended 31 March 2025

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

Directors of the company

The directors who held office during the year were as follows:

Mr G D Dhrona

Mr V D Dhrona (ceased 12 August 2024)

Mr S G Dhrona (appointed 17 February 2025)

The following director was appointed after the year end:

Miss A G Dhrona (appointed 24 June 2025)

Financial risk management objectives and policies

The Company's principal financial instruments comprise of amounts owed to and from group undertakings, and creditors. The Company has no such exposure to other financial instruments. The financial instruments are carefully managed to ensure that there is little or no liquidity risk and that payments to creditors are made as and when they fall due. The company has no exposure to exchange rate risk.

Price risk, credit risk, liquidity risk and cash flow risk

The Company is not exposed to any material operational risks due to the nature of the business. The company is an intermediate holding company with minimal transactions, a healthy cash balance and significant net assets. There is some credit risk, however all debtor balances relate to amounts owed by group undertakings and there are no issues regarding recoverability identified.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 22 December 2025 and signed on its behalf by:
 

......................................... Mr S G Dhrona Director

Woodley Hotels Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

•	select suitable accounting policies and apply them consistently;

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

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

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

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

Woodley Hotels Limited

Independent Auditor's Report to the Members of Woodley Hotels Limited

Opinion

We have audited the financial statements of Woodley Hotels Limited (the 'company') for the year ended 31 March 2025, which comprise the Statement of Income and Retained Earnings, Balance Sheet, and Notes to the Financial Statements, 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 company's affairs as at 31 March 2025 and of its profit for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Woodley Hotels Limited

Independent Auditor's Report to the Members of Woodley Hotels Limited

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

Woodley Hotels Limited

Independent Auditor's Report to the Members of Woodley Hotels Limited

As part of our audit planning, through discussions with management, we obtained an understanding of the legal and regulatory framework that is applicable to the company and the sector in which it operates to identify the key laws and regulations affecting the company.

The key laws and regulations we identified were health and safety, and employment laws. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, primarily the Companies Act 2006, the reporting framework (FRS 102), and relevant tax compliance regulations in the UK.

We discussed with management how the compliance with these laws and regulations is monitored and we discussed the policies and procedures in place. We also identified the individuals who have responsiblity for ensuring that the entity complies with laws and regulations and deals with reporting any issues if they arise. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company's ability to continue trading and the risk of material misstatement to the accounts.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
- Enquiries of management and those charged with governance regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;

As part of our enquiries we discussed with management whether there have been any known instances, allegations or suspicions of fraud, of which there were none.

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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

Use of our report

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

......................................
James Barrett (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW

22 December 2025

Woodley Hotels Limited

Statement of Income and Retained Earnings

Year Ended 31 March 2025

	Note	2025 £	2024 £
Turnover		-	-
Administrative expenses		(3,758)	(3,121)
Operating loss		(3,758)	(3,121)
Profit on disposal of subsidiary undertaking		14,338,569	-
Income from shares in group undertakings		805,000	-
Other interest receivable and similar income	6	58,373	40,541
Interest payable and similar charges	7	(40)	-
Profit before tax		15,198,144	37,420
Taxation	8	(10,541)	(8,979)
Profit for the financial year		15,187,603	28,441
Retained earnings brought forward		7,548,293	7,519,852
Dividends paid		(7,739,000)	-
Retained earnings carried forward		14,996,896	7,548,293

Woodley Hotels Limited

Balance Sheet

31 March 2025

	Note	2025 £	2024 £
Fixed assets
Investments	9	1,609,551	1,550,648
Current assets
Debtors	10	3,926,510	8,892,685
Cash at bank and in hand		14,491,366	1,294,689
		18,417,876	10,187,374
Creditors: Amounts falling due within one year	12	(855,529)	(14,727)
Net current assets		17,562,347	10,172,647
Total assets less current liabilities		19,171,898	11,723,295
Creditors: Amounts falling due after more than one year	12	(3,750,000)	(3,750,000)
Net assets		15,421,898	7,973,295
Capital and reserves
Called up share capital		170,002	170,002
Capital redemption reserve		255,000	255,000
Profit and loss account		14,996,896	7,548,293
Shareholders' funds		15,421,898	7,973,295

Approved and authorised by the Board on 22 December 2025 and signed on its behalf by:
 

......................................... Mr S G Dhrona Director

Company Registration Number: 01677114

Woodley Hotels Limited

Notes to the Financial Statements

Year Ended 31 March 2025

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Francis Clark LLP
Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Summary of disclosure exemptions

FRS 102 grants a qualifying entity exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity.

The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows and related notes on the basis that it is a qualifying entity and its ultimate parent company, Dhrona Holdings Limited, includes the company’s cash flows in its own consolidated financial statements. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other wholly owned members of the Dhrona Holdings group.

Group accounts not prepared

The financial statements contain information about Woodley Hotels Limited as an individual company and do not contain consolidated financial information as the parent of a group.

The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Dhrona Holdings Limited, a company incorporated in England.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 operates and generates taxable income.

Woodley Hotels Limited

Notes to the Financial Statements

Year Ended 31 March 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.Impairment Financial guarantee contracts

3	Other gains and losses

The analysis of the company's other gains and losses for the year is as follows:

	2025 £	2024 £
Gain from disposals of investments	14,338,569	-

4	Staff costs

The average number of persons employed by the company (including directors) during the year, was 0 (2024 - 0).

Woodley Hotels Limited

Notes to the Financial Statements

Year Ended 31 March 2025

5	Auditor's remuneration

	2025 £	2024 £
Audit of the financial statements	1,000	750

 

6	Other interest receivable and similar income

	2025 £	2024 £
Interest income on bank deposits	58,373	40,541

7	Interest payable and similar expenses

	2025 £	2024 £
Interest expense on other finance liabilities	40	-

8

Taxation

Tax charged/(credited) in the profit and loss account

	2025 £	2024 £
Current taxation
UK corporation tax	10,541	8,979

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

	2025 £	2024 £
Profit before tax	15,198,144	37,420
Corporation tax at standard rate	3,799,536	9,355
Decrease from effect of different UK tax rates on some earnings	(111)	(376)
Effect of revenues exempt from taxation	(3,785,892)	-
Tax decrease arising from group relief	(2,992)	-
Total tax charge	10,541	8,979

Woodley Hotels Limited

Notes to the Financial Statements

Year Ended 31 March 2025

9	Investments

	2025 £	2024 £
Investments in subsidiaries	-	-
Other investments	1,550,648	1,550,648
Fixed asset investment participating loan	58,903	-
	1,609,551	1,550,648