The directors present the strategic report and consolidated financial statements for the year ended 30 April 2025.

Principal activities

The principal activity of the Group remains the same as when Champneys opened its doors in 1925. Champneys, the UK's first health resort and a global pioneer in wellness, proudly marks its centenary this year with the campaign '100 Years Young' a year-long celebration paying homage to a century of innovation and excellence in holistic health. Founded in 1925 by visionary naturopath Stanley Leif, Champneys began as a revolutionary Nature Cure Resort that introduced the UK to the transformative power of holism, nutrition, and stress management. Now, 100 years later, Champneys continues to lead the way, blending its rich heritage with cutting-edge advancements to shape the future of wellness.

We are incredibly proud of our British heritage, founded on the philosophy that health, beauty and wellbeing are inextricably intertwined. When guests leave our spas or use our products at home, we want them to feel as if they've returned to their very best selves. As an individual is unique, so are their needs and wants from Champneys. With over 100 spa and beauty treatments to choose from, specialist retreats, expert talks, proactive health services, fitness and spiritual classes, nutritious food, thermal spa experiences and acres of land to explore, each guest can tailor-make their Champneys stay to suit them.

The majority of our destinations have been updated in recent years adding even more luxury across our guest's stays. But luxury at Champneys isn't just about stunning interiors; it's ability to wander around beautiful gardens, use our exercise equipment and experience treatments by some of the world's best trained therapists.

We pride ourselves on being an affordable luxury, welcoming guests to our four Resort properties and two Spa hotels whenever they feel the need for relaxation and recuperation.

The Champneys Group operates over five business segments;

•    Resort Spa's

•    Hotels with a Champneys Spa

•    Day Spa's

•    Royalty, Brand and Product development

•    Education and Training

The Group continues to invest in developing and maintaining its sites to maintain its market leading position.

The Group continues to focus on developing its core activities with its strategy of improving its offering at its spa operations.

The Directors are required to act in a manner which complies with their duties as set out in the UK Companies Act 2006. In summary, section 172 of the UK's Companies Act requires a Director of a company to act in the way they consider is, in good faith, would most likely promote the success of the Company for the benefit of its shareholders. In doing this, the Director must have regard, amongst other matters, to:

• likely consequences of any decisions in the long term.

• interests of the Company's employees.

• need to foster the Company's business relationships with suppliers, customers, and others.

• impact of the Company's operations on the community and environment.

• Company's reputation for high standards of business conduct.

• need to act fairly between members of the Company.

As a family owned business the shareholders and management team are in regular contact. Both parties receive regular updates on their views which are considered when making decisions.

The following is an overview of how the Board has performed its duties in this regard during the year.

The Group's employees are fundamental to the successful performance of the Group. The Board receives regular updates on matters relating to its employees including reports on health and safety matters. These views are considered by the Board when reviewing policies such as its remuneration and reward policy as well as being used to help reinforce Group values and ensure the right culture is in place to fulfil the strategic needs of the Group.

In order to successfully manage the Group’s business, strong relationships are maintained with business partners. Long-term partnerships are valued with expectations that suppliers conform to the Group’s Supplier Code of Conduct to ensure good practice across the supply base. The business is dependent upon the reputation of the Champneys brands in what is seen as a competitive marketplace. The Group accordingly recognises the health and safety of members and staff as significant and carries out a monitoring of procedures to maintain standards.

The Board is proud of the Group’s enviable reputation as the original health spa pioneers and attach considerable importance to maintaining its position. Engagement is sought regularly from customers to get feedback through surveys and social media channels, and the Board use this information to support the strategic direction of the Group.

The Board is conscious of the impact business can have on the environment and is constantly reviewing ways this impact can be reduced. Given this commitment , The Board have initiated an ESG reporting tool to monitor progress. Champneys is currently positively impacting 13 out of the 17 United Nations Sustainable Development Goals. This initiative is driven by the Green Team to promote sustainability and reduce energy consumption. We are fully committed to reducing our impact on the planet by committing to reduce plastic use. It is our intention for all plastic packing to be 100% recyclable or reusable with no single use plastic used across the brand. This is also borne out in our energy usage program and subsequent actions.

At Champneys, the wellbeing of our guests has always been the most important thing to us. For 100 years guests have escaped to our glorious grounds for recuperation and renewal. We want future generations to enjoy these spaces too and becoming more sustainable as a business is vital to achieve this. We have set ourselves ambitious targets to ensure we're looking after wildlife, wastage, water usage, energy supplies whilst also inspiring our guests to be more sustainable during their stay with us.

The profit and loss account shows Group turnover for the year of £60,049,349 (2024 - £58,245,971). The turnover has increased 3% from the prior year (2024 - 3%).

The profit and loss account shows a loss before taxation of £10,957,438 (2024 - £8,480,773).

The Group has prepared financial forecasts to consider alternative scenarios. As well as having on-going support from its banking/funding partners to ensure it had sufficient financial resources to meet its liabilities.

Key performance indicators

Throughout the year Champneys continually monitors its performance and aims to maintain levels of achievement with expectations. To do this a number of KPI's are employed - gross profit and operating profit percentages being paramount within the financial reporting arena. All calculations utilise figures direct from the monthly management accounts are are reviewed in comparison to prior periods and budgeted figures.

The directors consider the following statistics as the principal KPIs of the business:

Total number of guests    2025 - 298,006 (2024 - 277,602 )

Revenue per guest     2025 - £202 (2024 - £202)

The KPIs are monitored closely by the Board.

The Health Resort, Hotel and Spa market remains highly competitive. During the year, direct competition from hotels with "spa facilities", local specialist spa facilities and indirect competition from the leisure industry are the main challenges facing the business.

Post year end the biggest challenge has continued to be global, national, economic and political uncertainty which is still ongoing.

Financial instruments

The financial instruments used by the Group arise wholly and directly from its activities and comprise of debtors, cash at bank and creditors. The Group regularly reviews its performance by producing monthly management accounts and closely reviewing them. The Group regularly monitors the level of its debtors and creditors.

The Group has put in place the following measures in order to manage the risks arising from these financial instruments:

1. The Group's credit risk is primarily attributable to agency bookings; all bookings made by individuals are paid for in advance. Credit risk is managed by running credit checks on new customers and by monitoring payments against contractual agreements. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

2. The Group manages its cash position by regularly monitoring cash flow, using cash flow forecasting and variance analysis.

3. The financial risk arising from the possible non-advance of credit by the Group's trade creditors, either by exceeding agreed credit limits or by not paying with the specified terms, is managed by regularly monitoring the trade balance and credit limit terms from all suppliers.

4. The Company's arrangements with other companies within the group ensures that in the event it has liquidity requirements above the level of cash generated from its on-going operations, it can access additional funds through Group funding. The Group's liquidity requirements and interest rate risks are managed at a group level.

5. The Company's functional currency is Sterling and it also presents its financial statements in Sterling. The Group's exposure to currency risk is minimal.

6. The Group have entered into a fixed interest loan agreement to minimize future interest rate exposure on its existing facility.

7. Post year end, the Group entered into a fixed interest rate hedging facility agreement to minimize future interest rate exposure on its new loan facility dated 5th November 2025. See Post Balance Sheet Event note for further details.

On 5th November 2025 the company undertook a Group reorganisation whereby a new holding company, Champneys HoldCo Limited, was put in place above Champneys Henlow Limited. Cheyne Capital, the global alternative investment manager, has extended its long-term partnership with Champneys and Theo Hajoglou of Cheyne has been appointed to the Board.

Building on a relationship established in 2022, Cheyne's latest commitment includes a £32 million capital expenditure facility to refurbish and upgrade all bedrooms and public areas across Champneys' existing portfolio of four spa resorts and two spa hotels. The funding will also enable further enhancements to spa and wellness facilities, food and beverage concepts, and landscaping, ensuring that the brand's historic properties are maintained to the highest standards of luxury and sustainability.

After a lengthy acquisition process, made in partnership with Cheyne Capital and Champney's commitment to preserving historic destinations while delivering transformative wellness experiences, Buxton Crescent Hotel and Old Hall Hotel were acquired on 5th December 2026. Buxton Crescent is a five-​star, 81-​bedroom hotel offering unique facilities, including a thermal pool, rooftop indoor-​outdoor pool, restored Victorian baths, saunas, steam rooms and modern fitness studios, alongside elegant rooms that blend heritage with contemporary luxury. Adjacent to the Crescent, the Old Hall Hotel was also acquired, a 36-​bedroom, three-​star property reputed to be one of England's oldest hotels.

On behalf of the board

The directors present their report and consolidated financial statements for the year ended 30 April 2025.

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

The results for the year are set out on page 12.

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

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

The Group's policy on financial instruments are covered in the strategic report.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the Group's performance.

The companies intensity ratio (total gross emissions) is 0.09kg (2024 - 0.09kg) of CO2 equivalent per square metre.

Methodology used in the calculation of disclosures

The Group has followed the 2019 HM Government Environmental Reporting Guidelines and have also used the GHG Reporting Protocol – Corporate Standard. 

Energy efficiency Actions

The Group are very aware of their responsibility to manage energy responsibly and we practice energy efficiency throughout the organisation, wherever it is cost effective and encourage sustainability. The Group recognises that climate change is one of the most serious environmental challenges currently threatening the global community and understands that as a business it has a role to play in reducing greenhouse gas emissions.

The Group has already implemented the policies below for the purpose of increasing the businesses energy efficiency

• Springs - Upgraded the ventilation ducting

• Eastwell - Window replacements

• Mottram Hall - Air Conditioning upgrade to event space

• Tring - LED lighting upgrades and boiler replacements

• Henlow - LED lighting upgrades

The following energy efficiency measures are under consideration for implementation during the 2026 financial year.

• Eastwell - Boiler replacement to Manor House

• Tring & Springs - Ventilation ducting upgrade

• Solar energy feasibility currently being considered for Eastwell & Forest Mere

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

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

- select suitable accounting policies and then apply them consistently;

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

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

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

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

Under S414C(11) of the Companies Act 2006, information not included in the Directors' Report is required to be shown in the Strategic Report. Information on the future developments, financial risk management, financial instruments and exposure to risk which is not shown in the Directors' Report is included within the Strategic Report.true

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

We have audited the financial statements of Champneys Henlow Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2025 which comprise the Group statement of comprehensive income, the Group balance sheet, the Company balance sheet, the Group statement of changes in equity, the Company statement of changes in equity, the Group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the Group's and the parent Company's affairs as at 30 April 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent Company or to cease operations, or have no realistic alternative but to do so.

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

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we 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.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

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

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 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.

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.

The notes on pages 19 to 44 form part of these financial statements.

The notes on pages 19 to 44 form part of these financial statements.

The notes on pages 19 to 44 form part of these financial statements.

As permitted by s408 Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The company’s loss for the year was £4,017,238 (2024 - £2,896,153 ).

The notes on pages 19 to 44 form part of these financial statements.

Champneys Henlow Limited (Consolidation) ("the Company") is a limited company domiciled and incorporated in England and Wales. The registered office is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH.

The Group consists of Champneys Henlow Limited and all of its subsidiaries.

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

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

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

The Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this Company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements for parent Company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

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

In the parent Company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The consolidated financial statements incorporate those of Champneys Henlow Limited and all of its subsidiaries (i.e entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 30 April 2025 unless specifically stated in the subsidiaries note. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

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

The financial statements show a net current liabilities position of £5,697,246 (2024 - £5,396,798).

Based upon forecasts the directors are confident that the Group can continue to meet its obligations as they fall due, particularly in light of the new loan agreement signed prior to year end. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Group turnover represents sales to customers for Spa treatments, golf and fitness club membership, accommodation, food and beverages, retail and related services at invoiced amounts less value added tax.

Revenue from the sale of Spa treatments, accommodation and other related services is recognised when the service is provided and the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred in respect of the transaction can be measured reliably.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually at the point of sale), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Course fees paid by students net of value added tax are recognised on an accruals basis over the period of the courses.

Where cash is received in advance, revenue is deferred until goods and services are provided to the customer, upon which it is recognised in the profit and loss account.

Other income includes royalty income which is recognised on an accruals basis in accordance with the royalty contract.

Goodwill arising on the acquisition of subsidiary undertakings is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Positive goodwill is capitalised and amortised through the statement of comprehensive income over the directors' estimate of its useful economic life of 10 years for the acquisition in 2018/19 and 20 years for the previous acquisition. Impairment tests on the carrying value of goodwill are undertaken:

(i) at the end of the first full financial year following acquisition;

(ii) in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Assets are only amortised once brought into use.

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:

Assets are only depreciated once brought into use.

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

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Equity instruments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

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

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

At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.

Stocks represent cosmetics, toiletries, spa treatment materials, base stock, food and beverages, and is valued at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Net realisable value is based on estimated selling price less costs of disposal. Where necessary, provisions are made for obsolete, slow-moving and defective stock.

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.

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

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

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

Financial assets and liabilities are offset and 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, 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.

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment except where the effect of discounting would be immaterial. In such cases, the debtors are stated at cost less impairment losses for bad and doubtful debts.

Other financial assets, including investments in equity instruments which are not subsidiaries and associates 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group 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.

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 Group after deducting all of its 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 payments 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. Amounts 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.

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

The Group operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year in which they are payable.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

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

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The directors determine whether there are indicators of impairment of the Group's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Freehold land and buildings (including investment properties) are held at fair value and are professionally valued on a sufficiently regular basis to ensure that the carrying amount does not differ materially from that which would be determined using fair value. They are valued using a yield methodology on EBITDA based on the returns investors are currently seeking from hotels and leisure properties. There is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself.

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.

The cost of tangible fixed assets is depreciated over its useful economic life. Management estimates the useful lives of these tangible assets to vary. Changes in the expected level of usage and technological developments could impact on the useful economic lives and the residual values of these assets; therefore, future depreciation charges could be revised. The accounting policy of tangible fixed assets is described in note 1.7. The carrying amount of the company's tangible fixed assets in the balance sheet is disclosed in note 13 of the financial statements.

Stock is valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends. The accounting policy of stocks is described in note 1.11. At the year end the carrying amount of stocks is stated in note 17.

The creditor write off relates to the write back of an older creditor that is no longer expected to be paid.

A correction was made to the gift voucher creditor to bring the year end balance to the amount expected to be released on vouchers not yet redeemed.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024 - 0)

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The actual charge 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:

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The Group has not recognised a deferred tax asset on carried forward tax losses of £8,234,970 (2024 - £6,536,541) on the basis that there is uncertainty as to whether the Group will generate sufficient taxable profits in the foreseeable future.

More information on impairment movements in the year is given in note 10.

The carrying value of leasehold land and buildings comprises:

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Tangible fixed assets with a carrying amount of £146,112,640 (2024 - £133,689,591) (Company £28,137,925 (2024 - £22,834,401)) have been pledged to secure borrowings of the Group. The Group and Company are not allowed to pledge these assets as security for other borrowings or to sell them to another entity until the relevant charge has been satisfied.

More information on impairment movements in the year is given in note 10.

On 15th of October 2024 freehold land and buildings were revalued to £108,553,669 by an independent valuer based on an existing use, open market value. On 29th of August 2025 freehold land and buildings were revalued to £125,383,669 by an independent valuer based on an existing use, open market value. The valuation conformed to professional standards issued by the Royal Institution of Chartered Surveyors and was based on an existing use basis. The net book value of freehold land and buildings as at 30 April 2025 was adjusted in respect of this valuation. Certain items of fixtures and fittings, furniture and equipment that were included in the independent valuation have not been revalued.

The directors believe that net book value of freehold land and buildings as at 30 April 2025 should be uplifted to reflect the average between the two revaluations performed and is a fair reflection of the open market value at year end.

At the same dates leasehold properties were also revalued to £43,271,562 by an independent valuer based on an existing use, open market value. The valuation conformed to professional standards issued by the Royal Institution of Chartered Surveyors and was based on an existing use basis. The net book value of leasehold land and buildings as at 30 April 2025 was adjusted in respect of this valuation resulting in an impairment for one of the properties.

If revalued freehold assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:

Details of the Company's subsidiaries at 30 April 2025 are as follows:

The companies limited by guarantee are controlled by the Group.

All of the companies listed above are included in these consolidated financial statements. All companies have 30 April 2025 year ends except for SCI Bubbles which has a 31 December 2024 year end. Interim financial statements to 30 April 2025 have been prepared for this Company.

The registered office for all of the companies is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH except for the following:

• SCI Bubbles - Residence Commodore, Marina Baie Des Anges 06270 Villeneuve-Loubet, Nice, France

• Maplesudden Limited - Edinburgh Quay, 133 Fountainbridge, Edinburgh, Midlothian, EH3 9AG

Investment property comprises a freehold property acquired with the acquisition of a subsidiary undertaking in France, SCI Bubbles, on 10 April 2019. The fair value of the investment property has been arrived at on the basis of a valuation carried out in the financial year on 17 September 2025 by Jerome Berthier, who is not connected with the Company and is a French property expert.

Other creditors include 52,632 convertible preference shares of £1 each. Holders of the the convertible preference shares have one vote for every share but only on a resolution affecting the rights attached to the shares or the removal of any director appointed by the holders of the convertible preference shares. In the event of the Company winding up, the convertible preference shares rank pari passu with the ordinary shares.

£113,954,589 (2024 - £110,013,532) of the long-term Group bank loans are secured by way of a fixed and floating charge over all Group assets by way of a cross guarantee to which all the relevant group companies are party to.

The terms and conditions of the bank loans totalling £113,954,589 include interest charged at a rate of 6.25%. The bank loan matures on 29 April 2027.

Other loans relate to short term VAT loans and are repayable within three months of the loan being drawn. Interest is charged on the loan at a variable rate.

Preference shares classified as financial liabilities above of £4,315,722 (2024 - £4,315,722) are treated as such in accordance with Section 11 'Basic Financial Instruments'. The holders of the redeemable preference shares have the right to receive notice of and speak at all general meetings of the Company but may only vote if the proposed resolution attempts to reduce the benefits or rights related to the redeemable preference shares.

On winding up, assets available for distribution will be applied to the redeemable preference shareholders in priority to any payment made to ordinary shareholders.

The Company has the option to redeem the shares at any time. The redemption of the redeemable preference shares at the request of the holder is at the discretion of the Company.

Redeemable preference shares will earn a 0.01% cumulative dividend.

Finance lease payments represent rentals payable by the Company and Group for certain fixed assets. Leases may include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is four years for fixtures and fittings, and 99 years for land and buildings. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The finance lease creditor is secured on the assets to which they relate.

The balance relates to a restructuring provision that is required as a result of one of the subsidiaries being acquired from its previous owners. The amount covers a series of complex transactions that put on temporary hold due to the COVID-19 pandemic.

Deferred tax assets and liabilities are offset where the Group or Company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

The deferred tax liability set out above with the exception of the revaluation is expected to reverse within 12 months and relates to the net accelerated capital allowances and unutilised tax losses that are expected to mature within the same period.

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

At the year end amounts outstanding in respect of the scheme were £34,674 (2024 - £56,985).

The 1,004,604 ordinary shares of nominal value £0.001 and 2 ordinary shares of nominal value £0.00001 rank pari passu and have full voting, dividend and capital distribution rights; they do not confer any rights of redemption.

The 198 'B' non-voting shares of nominal value £0.00001 have no voting or dividend rights, they do not confer any rights of redemption and rank pari passu with the ordinary shares on a repayment of assets.

The transfers to retained earnings are in respect of the excess depreciation on revalued fixed assets over historical cost.

Amounts contracted for but not provided in the financial statements:

The Company is party to a cross guarantee for the borrowings of the Group. The borrowings are secured by way of a fixed and floating charge over the assets of the Company. At the year end the liabilities covered by theses guarantees totalled £113,954,589 (2024 - £110,013,532).

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

The remuneration of key management personnel is as follows.

The Company has taken advantage of the exemption available in FRS102 Section 33.1A "Related party disclosures" whereby it has not disclosed transactions with any other wholly owned subsidiary undertaking of the Champneys Henlow Limited Group.

Following a group reorganisation post year end, the ultimate parent company is Champneys Holdco Limited. At year end, Champneys Henlow Limited did not have a parent company.

The Company's ultimate controlling party is the Purdew family through their shareholdings in the Company and this has not changed as a result of the group reorganisation.

At the year end Group and Company debtors included £8,791,807 (2024 - £7,470,559) due from the directors. No interest has been charged on the balance. Group creditors included £1,693,376 (2024 - £1,444,217) due to the directors.

In 2024 financial year, a property was sold to a director for £600,000.

On 5th November 2025 the company undertook a Group reorganisation whereby a new holding company, Champneys HoldCo Limited, was put in place above Champneys Henlow Limited. Cheyne Capital, the global alternative investment manager, has extended its long-term partnership with Champneys and Theo Hajoglou of Cheyne has been appointed to the Board.

Building on a relationship established in 2022, Cheyne's latest commitment includes a £32 million capital expenditure facility to refurbish and upgrade all bedrooms and public areas across Champneys' existing portfolio of four spa resorts and two spa hotels. The funding will also enable further enhancements to spa and wellness facilities, food and beverage concepts, and landscaping, ensuring that the brand's historic properties are maintained to the highest standards of luxury and sustainability.

After a lengthy acquisition process, made in partnership with Cheyne Capital and Champney's commitment to preserving historic destinations while delivering transformative wellness experiences, Buxton Crescent Hotel and Old Hall Hotel were acquired on 5th December 2026. Buxton Crescent is a five-​star, 81-​bedroom hotel offering unique facilities, including a thermal pool, rooftop indoor-​outdoor pool, restored Victorian baths, saunas, steam rooms and modern fitness studios, alongside elegant rooms that blend heritage with contemporary luxury. Adjacent to the Crescent, the Old Hall Hotel was also acquired, a 36-​bedroom, three-​star property reputed to be one of England's oldest hotels.