Company registration number 10773915 (England and Wales)
BILLESLEY MANOR HOTEL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
BILLESLEY MANOR HOTEL LIMITED
COMPANY INFORMATION
DIRECTORS
Mr I Bedi
Mr S Bhagat
Mr M Burman
Ms H Jones
COMPANY NUMBER
10773915
REGISTERED OFFICE
Birchin Court
19-25 Birchin Lane
London
EC3V 9DU
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
BILLESLEY MANOR HOTEL LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 8
Statement of comprehensive income
9
Balance sheet
10 - 11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 27
BILLESLEY MANOR HOTEL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

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

REVIEW OF THE BUSINESS

The period to 31 March 202 5 has been to focus on maintaining standards and providing exceptional customer service.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risk to the business would be those associated with a general downturn in the economy as for any hotel business. Although new entrants into the market would have an impact we do not see this as a significant risk given the hotel's unique position in the market.

KEY PERFORMANCE INDICATORS

The key performance indications for the year ended 31 March 202 5 are as follows:

|  |  | 2025 | 2024
|  |  | £ | £
Turnover |  |  | 4,826,762 | 5,026,788
Gross Profit(%) |  |  | 41.18 | 42.08
EBITDA |  |  | 360,510 | 719,745

On behalf of the board

Mr S Bhagat
Director
1 April 2026
BILLESLEY MANOR HOTEL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

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

PRINCIPAL ACTIVITIES

The principal activity of the company continued to be that of hotel and spa services.

RESULTS AND DIVIDENDS

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

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

DIRECTORS

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

Mr I Bedi
Mr S Bhagat
Mr M Burman
Mr C Filmer
(Resigned 31 December 2025)
Ms H Jones
POST REPORTING DATE EVENTS

The audit report is qualified due to the bank covenant breaches during years ended 31 March 2025, 31 March 2024, and 31 March 2023. B reaching covenants allow the bank to recall the loan and it should therefore not be recognised as a long-term debt. Dated 2 4 Ju ly 2025, the auditors received a letter stating the bank waiver any rights available to them due to the breach of covenants in year ended 31 March 202 5.

STATEMENT OF DISCLOSURE TO AUDITOR

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

MEDIUM-SIZED COMPANIES EXEMPTION

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

On behalf of the board
Mr S Bhagat
Director
1 April 2026
BILLESLEY MANOR HOTEL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

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

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

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

- select suitable accounting policies and then apply them consistently;

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

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

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

BILLESLEY MANOR HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BILLESLEY MANOR HOTEL LIMITED
- 4 -

Qualified opinion on financial statements

We have audited the financial statements of Billesley Manor Hotel Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 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 qualified opinion

Included in creditors due within more than one year is a bank loan of £3,217,347 (202 4: £3,403,860). During the current and previous year the company breached a loan covenant, we have been unable to obtain sufficient appropriate evidence that this loan should be included within creditors due after more than one year.

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

Emphasis of matter

Included in provisions is a deferred tax asset of £848,360 in respect of tax losses. There is uncertainty over the timing of future profits for this asset to be utilised. This is disclosed in note 15 to the financial statements.

BILLESLEY MANOR HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BILLESLEY MANOR HOTEL LIMITED (CONTINUED)
- 5 -

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements which indicates that the company incurred a new loss of £973,340 during the year ended 31 March 202 5 and, as at that date, the company's liabilities exceeded it's total assets by £5,060,528. These conditions indicate that a material uncertainty exists that may cause significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The company has been able to finance its operations from continuing support for the parent company. The directors are confident that this support will continue for at least the next twelve months and that, with this continued support, the company will be able to meet its liabilities as they fall due. Therefore, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

BILLESLEY MANOR HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BILLESLEY MANOR HOTEL LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

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

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

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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's 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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
BILLESLEY MANOR HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BILLESLEY MANOR HOTEL LIMITED (CONTINUED)
- 7 -
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

BILLESLEY MANOR HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BILLESLEY MANOR HOTEL LIMITED (CONTINUED)
- 8 -

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

Use of our report

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

Simon Tee
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
2 April 2026
BILLESLEY MANOR HOTEL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£
£
TURNOVER
3
4,826,762
5,026,788
Cost of sales
(2,838,918)
(2,911,605)
GROSS PROFIT
1,987,844
2,115,183
Administrative expenses
(2,588,936)
(2,316,724)
OPERATING LOSS
4
(601,092)
(201,541)
Interest payable and similar expenses
6
(532,774)
(532,851)
LOSS BEFORE TAXATION
(1,133,866)
(734,392)
Tax on loss
7
160,526
24,828
LOSS FOR THE FINANCIAL YEAR
(973,340)
(709,564)

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

BILLESLEY MANOR HOTEL LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
FIXED ASSETS
Goodwill
8
130,208
192,708
Tangible assets
9
8,174,136
8,265,592
8,304,344
8,458,300
CURRENT ASSETS
Stocks
10
42,225
58,569
Debtors
11
923,554
381,363
Cash at bank and in hand
207,130
339,553
1,172,909
779,485
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
12
(1,411,919)
(1,281,419)
NET CURRENT LIABILITIES
(239,010)
(501,934)
TOTAL ASSETS LESS CURRENT LIABILITIES
8,065,334
7,956,366
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
13
(13,974,222)
(12,731,388)
PROVISIONS FOR LIABILITIES
Deferred tax liability
15
848,360
687,834
NET LIABILITIES
(5,060,528)
(4,087,188)
CAPITAL AND RESERVES
Called up share capital
17
137,495
137,495
Profit and loss reserves
(5,198,023)
(4,224,683)
TOTAL EQUITY
(5,060,528)
(4,087,188)

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

The financial statements were approved by the board of directors and authorised for issue on 1 April 2026 and are signed on its behalf by:
BILLESLEY MANOR HOTEL LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2025
31 March 2025
- 11 -
Mr S Bhagat
Director
Company registration number 10773915 (England and Wales)
BILLESLEY MANOR HOTEL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
BALANCE AT 1 APRIL 2023
137,495
(3,515,119)
(3,377,624)
YEAR ENDED 31 MARCH 2024:
Loss and total comprehensive income
-
(709,564)
(709,564)
BALANCE AT 31 MARCH 2024
137,495
(4,224,683)
(4,087,188)
YEAR ENDED 31 MARCH 2025:
Loss and total comprehensive income
-
(973,340)
(973,340)
BALANCE AT 31 MARCH 2025
137,495
(5,198,023)
(5,060,528)
BILLESLEY MANOR HOTEL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
Notes
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year after tax
(973,340)
(709,564)
Adjustments for:
Taxation credited
(160,526)
(24,828)
Finance costs
532,774
532,851
Amortisation and impairment of intangible assets
62,500
62,500
Depreciation and impairment of tangible fixed assets
899,102
858,786
Movements in working capital:
Decrease/(increase) in stocks
16,344
(11,536)
Increase in debtors
(542,191)
(24,628)
(Decrease)/increase in creditors
(69,500)
12,551
Cash (absorbed by)/generated from operations
(234,837)
696,132
Interest paid
(532,774)
(262,744)
Net cash (outflow)/inflow from operating activities
(767,611)
433,388
INVESTING ACTIVITIES
Purchase of tangible fixed assets
(807,646)
(504,527)
Net cash used in investing activities
(807,646)
(504,527)
FINANCING ACTIVITIES
Repayment of debentures
1,429,347
(74,090)
Repayment of borrowings
200,000
(24,000)
Repayment of bank loans
(186,513)
-
0
Net cash generated from/(used in) financing activities
1,442,834
(98,090)
NET DECREASE IN CASH AND CASH EQUIVALENTS
(132,423)
(169,229)
Cash and cash equivalents at beginning of year
339,553
508,782
CASH AND CASH EQUIVALENTS AT END OF YEAR
207,130
339,553
BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
ACCOUNTING POLICIES
Company information

Billesley Manor Hotel Limited is a private company limited by shares incorporated in England and Wales. The registered office is Birchin Court, 19-25 Birchin Lane, London, EC3V 9DU.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern.

The accounts show that the company had net current liabilities of £239,010 at the balance sheet date and made losses of £973,340 in the financial period.

The company is able to finance its operations largely because of the support from the parent company. The directors are satisfied that this support will continue for at least the next twelve months and that, with this continuing support, the company will be able to meet its liabilities as they fall due.

On the basis of the above, the directors consider it appropriate to prepare the accounts on a going concern basis.

1.3
Turnover

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

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
ACCOUNTING POLICIES
(Continued)
- 15 -

Room income is recognised at the end of the financial day. bar and restaurant takings are recognised at the point of sale.

Revenue from rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses will be recovered.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
Tangible fixed assets

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

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

Freehold land and buildings
2% Straight line
Plant and equipment
10% Straight line
Fixtures and fittings
14% Straight line
Computers
12.5% - 25% Straight line

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

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
ACCOUNTING POLICIES
(Continued)
- 16 -
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

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

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

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

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

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
ACCOUNTING POLICIES
(Continued)
- 17 -
1.9
Financial instruments

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

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

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

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

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

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

Derecognition of financial assets

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

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
ACCOUNTING POLICIES
(Continued)
- 18 -
Classification of financial liabilities

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

Basic financial liabilities

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

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

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

Other financial liabilities

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

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

Derecognition of financial liabilities

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

1.10
Equity instruments

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

1.11
Taxation

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

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
ACCOUNTING POLICIES
(Continued)
- 19 -
Current tax

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

Deferred tax

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

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

1.12
Employee benefits

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

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

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

1.13
Retirement benefits

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

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

Key sources of estimation uncertainty

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

Useful economic life of tangible fixed assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

3
TURNOVER
2025
2024
£
£
Turnover analysed by class of business
Rendering of services
4,826,762
5,026,788

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

4
OPERATING LOSS
2025
2024
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
7,210
6,730
Depreciation of owned tangible fixed assets
899,102
858,786
Amortisation of intangible assets
62,500
62,500
Impairment of trade debtors
500
-
BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
5
EMPLOYEES

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

2025
2024
Number
Number
Hotel staff
111
99

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,129,791
2,059,955
Social security costs
173,677
131,805
Pension costs
47,924
37,821
2,351,392
2,229,581
6
INTEREST PAYABLE AND SIMILAR EXPENSES
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
253,427
262,744
Other interest on financial liabilities
279,347
270,107
532,774
532,851
7
TAXATION
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
(160,526)
(58,599)
Other adjustments
-
0
33,771
Total deferred tax
(160,526)
(24,828)
BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
TAXATION
(Continued)
- 22 -

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

2025
2024
£
£
Loss before taxation
(1,133,866)
(734,392)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(283,467)
(183,598)
Tax effect of expenses that are not deductible in determining taxable profit
15,714
15,729
Depreciation on assets not qualifying for tax allowances
106,956
109,270
Under/(over) provided in prior years
271
33,771
Taxation credit for the year
(160,526)
(24,828)
8
INTANGIBLE FIXED ASSETS
Goodwill
£
Cost
At 1 April 2024 and 31 March 2025
625,000
Amortisation and impairment
At 1 April 2024
432,292
Amortisation charged for the year
62,500
At 31 March 2025
494,792
Carrying amount
At 31 March 2025
130,208
At 31 March 2024
192,708
BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
9
TANGIBLE FIXED ASSETS
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 April 2024
10,789,448
665,000
286,749
44,945
11,786,142
Additions
92,180
-
0
710,616
4,850
807,646
At 31 March 2025
10,881,628
665,000
997,365
49,795
12,593,788
Depreciation and impairment
At 1 April 2024
2,953,528
459,958
84,417
22,647
3,520,550
Depreciation charged in the year
768,264
66,500
54,870
9,468
899,102
At 31 March 2025
3,721,792
526,458
139,287
32,115
4,419,652
Carrying amount
At 31 March 2025
7,159,836
138,542
858,078
17,680
8,174,136
At 31 March 2024
7,835,920
205,042
202,332
22,298
8,265,592
10
STOCKS
2025
2024
£
£
Raw materials and consumables
42,225
58,569
11
DEBTORS
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
145,817
46,933
Other debtors
683,999
210,555
Prepayments and accrued income
93,738
123,875
923,554
381,363
BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
12
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025
2024
Notes
£
£
Bank loans
14
186,513
186,513
Other borrowings
14
200,000
-
0
Trade creditors
325,741
300,435
Taxation and social security
151,307
167,699
Other creditors
382,331
446,049
Accruals and deferred income
166,027
180,723
1,411,919
1,281,419

The above included secured creditors of £186,513 (202 4 - £186,513).

13
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025
2024
Notes
£
£
Debenture loans
14
10,756,875
9,327,528
Bank loans and overdrafts
14
3,217,347
3,403,860
13,974,222
12,731,388

The above included secured creditors of £3,217,347 (202 4 - £3,403,860).

The above included 10-year non-convertible debentures of £10,756,875 (202 4 - £9,327,528). The principal amount of the non-convertible debentures issues as per agreements is £8,400,000, of which £8,270,000 has been received, and £111,000 has been redeemed, as at 31 March 202 5.

The non convertible debentures will be redeemed at a varying premium depending on the time in which the debentures are redeemed. The premium has been accrued over the term of the debentures at an effective rate of 3%.

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
14
LOANS AND OVERDRAFTS
2025
2024
£
£
Debenture loans
10,756,875
9,327,528
Bank loans
3,403,860
3,590,373
Other loans
200,000
-
0
14,360,735
12,917,901
Payable within one year
386,513
186,513
Payable after one year
13,974,222
12,731,388

The long-term loans are secured by fixed charges over the freehold property.

15
DEFERRED TAXATION

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

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
627,750
652,551
Tax losses
(1,142,175)
(1,075,317)
Other timing differences
(333,935)
(265,068)
(848,360)
(687,834)
2025
Movements in the year:
£
Asset at 1 April 2024
(687,834)
Credit to profit or loss
(160,526)
Asset at 31 March 2025
(848,360)
BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
16
RETIREMENT BENEFIT SCHEMES
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
47,924
37,821

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

17
SHARE CAPITAL
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
137,495
137,495
137,495
137,495
18
EVENTS AFTER THE REPORTING DATE

The audit report is qualified due to the bank covenant breaches during years ended 31 March 2025, 31 March 2024, and 31 March 2023. Breaching covenants allow the bank to recall the loan and it should therefore not be recognised as a long-term debt. Dated 24 July 2025, the auditors received a letter stating the bank waiver any rights available to them due to the breach of covenants in year ended 31 March 2025.

19
RELATED PARTY TRANSACTIONS

During the period the company's parent undertaking was Rajang Limited, a company registered in Jersey. At the balance sheet date, the balance due to the parent company was £7,953,488 in relation to non convertible debentures. The related finance cost during the period was £201,168.

At the balance sheet date the company owed £2,803,387 to a minority shareholder in relation to non convertible debentures. The related finance cost during the period was £78,179.

In addition, at the balance sheet date, the company owed £200,000 to a minority shareholder in the form of a short-term loan.

20
ULTIMATE CONTROLLING PARTY

During the year the company's ultimate parent undertaking was Rajang Limited, a company registered in Jersey. The directors believe the company has no ultimate controlling party due to there being no overall majority shareholder.

BILLESLEY MANOR HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
21
ANALYSIS OF CHANGES IN NET DEBT
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
339,553
(132,423)
207,130
Borrowings excluding overdrafts
(12,917,901)
(1,442,834)
(14,360,735)
(12,578,348)
(1,575,257)
(14,153,605)
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