ZEAL HOTEL (EXETER) LTD

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30TH SEPTEMBER 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

A P Clark

S C Lousada

G J Sturge

T J Wheeldon

SECRETARY:

Mrs S A Hunt

REGISTERED OFFICE:

The Estate Office

Oakley House

Oakley

Bedfordshire

MK43 7ST

REGISTERED NUMBER:

13551404 (England and Wales)

AUDITORS:

HW Bedford Limited

First Floor, Woburn Court

2 Railton Road

Woburn Rd Ind Est

Kempston

Bedfordshire

MK42 7PN

FIXED ASSETS

Tangible assets

4

-

20,865,309

Investments

5

100

-

Investment property

6

27,314,934

-

27,315,034

20,865,309

CURRENT ASSETS

Debtors

7

2,580,012

3,737,588

Cash at bank

298,529

103,156

2,878,541

3,840,744

CREDITORS

Amounts falling due within one year

8

527,833

11,182,307

NET CURRENT ASSETS/(LIABILITIES)

2,350,708

(7,341,563

)

TOTAL ASSETS LESS CURRENT LIABILITIES

29,665,742

13,523,746

CREDITORS

Amounts falling due after more than one year

9

30,238,299

13,367,833

NET (LIABILITIES)/ASSETS

(572,557

)

155,913

CAPITAL AND RESERVES

Called up share capital

11

100

100

Retained earnings

(572,657

)

155,813

SHAREHOLDERS' FUNDS

(572,557

)

155,913

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 1st May 2026 and were signed on its behalf by:

S C Lousada - Director

1.	STATUTORY INFORMATION

Zeal Hotel (Exeter) Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

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

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The critical judgements that the directors have made in the process of applying the Company's accounting policies have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

(i) Accruals and provisions

The board makes judgements regarding whether it is appropriate to accrue or provide for various liabilities, as well as estimating the sum which is appropriate to provide or accrue.

(ii) Impairment of tangible fixed assets

The company tests whether tangible fixed assets are impaired when there are indications that there is a risk of impairment. This requires an estimation of the value in use of the cash-generating units in which these assets reside. The assessment of the value in use is compared to the carrying value of the assets. This requires estimation of future cash flows.

Turnover

Revenue is recognised when the company obtains the right to consideration in exchange for performance obligations under contractual arrangements. In respect of funding agreements, income is recognised on a systematic basis over the period of the related licence term, reflecting the amortisation of the contract value.

Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation. Historical cost includes the original purchase price and expenditure directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The company adds to the carrying amount of any item of tangible fixed assets the cost of replacing parts of such an item when the cost is incurred if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the period in which they are incurred. Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on the following basis:

Assets under construction

not depreciated

The assets residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period, the effect of any change is accounted for prospectively.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. Cash in transit is treated as cash and cash equivalent on transaction date.

Share Capital

Ordinary shares are classified as equity.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Retentions

Retentions represent amounts withheld by suppliers under construction contracts until the completion of the project and the rectification of any defects. These amounts typically range from 2.5% - 5% of the contract value. Retentions payable are initially recognised at cost. Retentions are disclosed in line with the expected completion and rectification release period specific to each contract.

Financial instruments

The company has chosen to adopt Section 11 and 12 of FRS 102 in respect of financial instruments.

i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

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 when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, are initially recognised at transaction price.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Going concern

At the period end, the company has net liabilities of £572,557 (2024: net assets £155,913). The company is being financed through a term loan facility with Coutts & Co and a subordinated intercompany loan from its parent undertaking, Lousada PLC. On 5 March 2025, the company, Lousada PLC and Coutts entered into a Deed of Postponement, under which Lousada PLC is restricted from demanding, enforcing or accepting repayment of the shareholder loan while any bank debt remains outstanding. This legally binding subordination ensures that the shareholder loan cannot be recalled during the period in which the company is reliant on its banking facilities.

Lousada PLC has also confirmed its intention to continue to provide financial support to the company for the foreseeable future. The directors have considered these arrangements, together with the company’s cash flow forecasts and the terms of the bank facility, and are satisfied that the company has adequate resources available to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Deferred income

Deferred income represents amounts received under contractual arrangements where performance obligations have not yet been satisfied. Such amounts are recognised as liabilities and released to income on a straight line basis over the relevant contract period, consistent with the company's revenue recognition policy.

Investment Property

Investment properties for which fair value can be measured reliably without undue cost or effort are measured at fair value at each reporting date with changes in fair value recognised in profit or loss. No formal valuation has taken place during the year by a professional independent valuer. The current fair value is based on a recognised valuation model.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Assets

under

construction

£

COST

At 1st October 2024

20,865,309

Additions

6,449,625

Reclassification/transfer

(27,314,934

)

At 30th September 2025

-

NET BOOK VALUE

At 30th September 2025

-

At 30th September 2024

20,865,309

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

100

At 30th September 2025

100

NET BOOK VALUE

At 30th September 2025

100

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Zeal Operations Exeter Limited

Registered office: The Estate Office, Oakley House, Bedfordshire MK43 7ST

Nature of business: Provision of hotel management services

%

Class of shares:

holding

Ordinary Shares

100.00

2025

£

Aggregate capital and reserves

868,519

Loss for the year

(868,619

)

6.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

Reclassification/transfer

27,314,934

At 30th September 2025

27,314,934

NET BOOK VALUE

At 30th September 2025

27,314,934

In the prior year, the hotel property was classified as assets under construction within tangible fixed assets. Following completion during the year, the property has been reclassified to investment property to reflect its intended use and the group’s structure. This reclassification is consistent with accounting standards and ensures the balance sheet presentation aligns with the company’s operations.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as restated

£

£

Trade debtors

2,936

-

Amounts owed by group undertakings

2,569,756

-

Amounts owed by participating interests

7,320

-

Other debtors

-

100

VAT

-

1,246,872

Deferred tax asset

-

213,524

Prepayments and accrued income

-

2,277,092

2,580,012

3,737,588

Deferred tax asset:

30/9/25

31/9/24

£

£

Beginning of the period

213,524

-

Movement for the period

(213,524

)

213,524

End of the period

-

213,524

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as restated

£

£

Bank loans and overdrafts

150,000

-

Trade creditors

25,235

5,114,962

Amounts owed to group undertakings

-

3,201,346

Amounts owed to participating interests

150

4,230

VAT

45,332

-

Accruals and deferred income

307,116

2,861,769

527,833

11,182,307

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

as restated

£

£

Bank loans - 1-2 years

212,000

-

Bank loans - 2-5 years

7,638,000

-

Amounts owed to group undertakings

21,644,966

13,367,833

Accruals and deferred income

743,333

-

30,238,299

13,367,833

10.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

as restated

£

£

Bank loans

8,000,000

-

Coutts & Co

On 5 March 2025 the company entered into an £8,000,000 variable-rate term loan facility with Coutts & Co, repayable quarterly to 5 March 2030. The facility is secured by first legal mortgages over the hotel and associated car park at Exeter Science Park, together with a mortgage debenture dated 5 March 2025 and a composite cross-guarantee with Zeal Operations Exeter Limited.

Lousada PLC, the parent company, has also provided a corporate guarantee in favour of Coutts.

Deed of Postponement

On 5 March 2025 the company, Lousada PLC and Coutts entered into a Deed of Postponement under which all amounts owed by the company to Lousada PLC are subordinated to the Coutts facility. The shareholder loan may not be repaid, enforced or otherwise settled without the prior written consent of Coutts.

11.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

as restated

£

£

100

Ordinary

1

100

100

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Alberto Di Lorenzo FCA (Senior Statutory Auditor)

for and on behalf of HW Bedford Limited

13.	RELATED PARTY DISCLOSURES

During the year, amounts were recharged from Red Construction Group Limited, a company in which Mr S Lousada is a director, to the value of £3,067,476.40 (2024: £2,246,044). There was no amount due at the year end (2024: £2,246,044).

The company also received construction services performed by Red Construction South West Limited, a company of which Mr S Lousada is a director, amounting to £7,657,922 (2024: £4,979,111). There was no amount due to them at the year end (2024: £4,979,111).

In addition, the company recharged amounts to Zeal Hotels Ltd, a company in which Mr S Lousada is a director, to the value of £nil (2024: £1,459,240). At the year end, an amount of £7,320 (2024: (£4,080)) was due to the company.

By the year end, an amount of £nil (2024: £37,058) was included in creditors and due to Zeal Projects Ltd, services rendered by Zeal Projects Ltd amounted to £92,646 (2024: £37,058). An additional amount of £150 (2024: £150) was due to Zeal Projects Ltd.

The company further recharged amounts to Zeal Operations Exeter Limited, a company in which Mr S Lousada is a director, to the value of £2,569,756 (2024: £817,853) which was due to the company by year end. The company owns the hotel premises from which its fellow subsidiary, Zeal Operations Exeter Limited, conducts its trading activities. No rent is charged for the use of these premises. The directors consider this arrangement to be in the best interests of the group and have included this disclosure to ensure the financial statements present a true and fair view.

14.	ULTIMATE CONTROLLING PARTY

The parent company is Lousada PLC.

The ultimate parent company is Lousada Holdings Limited, a company incorporated in the United Kingdom. Group accounts are available from the registered company address:

Estate Office

Oakley House

Oakley

Bedford

MK43 7ST

The ultimate controlling party is Mr S C Lousada by virtue of his controlling interest in Lousada Holdings Limited.

15.	CONTINGENT LIABILITIES

The company received a key money contribution of £800,000, which is recognised as deferred income and amortised over the 20-year licence period. Under the terms of the agreement, the unamortised balance may become repayable if a contribution default occurs, including early termination of the licence arrangements or breach of specified obligations.

As at the reporting date, no such default has occurred. The directors do not consider a repayment obligation to be probable and therefore no provision has been recognised. The unamortised balance represents a contingent liability.

16.	COMPARATIVE FIGURES

The comparative figures are not comparable with the current year as they represent a 13 month period of operations.