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Registered number: 13763097










SHOREDITCH OPCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
SHOREDITCH OPCO LIMITED
 
 
COMPANY INFORMATION


Directors
N Olsson 
G Paineli 




Registered number
13763097



Registered office
Aethos London Shoreditch
10-50 Willow Street

London

England

EC2A 4BH




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG




Bankers
Barclays Bank Plc

Leicestershire

United Kingdom

LE87 2BB





 
SHOREDITCH OPCO LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Statement of Cash Flows
 
12
Analysis of Net Debt
 
13
Notes to the Financial Statements
 
14 - 27


 
SHOREDITCH OPCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present the Strategic Report and audited financial statements of Shoreditch Opco Limited (the 'Company') for the year ended 31 December 2025.

Principal activity

The Company's principal activity continued to be that of the operation of a luxury hotel in London.

Business review and future developments
 
The sale of the Company was successfully completed in early February 2025. The hotel continued to operate under the Nobu brand for a six-month period until early August 2025 when it closed for a short period for refurbishment and capex works, before reopening at the start of October 2025 under the Aethos brand, which has been well-received. The interruption in operations for refurbishment and capex, coupled with a phased reopening of the hotel and its facilities resulted in lower performance compared to 2024.  Turnover for 2025 amounted to £12,165k, compared to £18,686k in 2024. The decrease in annual performance was driven mostly by closure of the restaurant since August 2025 as it undergoes renovation, resulting in a 48% decrease in revenue in F&B compared to 2024. Room revenue declined by 27% year-on-year, as the rooms refurbishment was completed in a shorter timeframe. Despite the lower turnover in 2025, tight cost control resulted in only a slight increase in operating losses, from -£774k in 2024 to -£786k in 2025. Interest payable also declined significantly from £743k in 2024 to £20k in 2025, resulting in a loss for the full year 2025 of £799k compared to £1,506k in 2024. 
Looking to 2026, the Aethos members club opened on the 1 January 2026 and the Mitsu restaurant (new Japanese F&B concept) is expected to be fully operational by end of April 2026.  This will return the hotel to full operational capacity with all F&B outlets and rooms operational.

Principal risks and uncertainties
 
The main risks and uncertainties impacting the company in 2025 was the closure for refurbishment coupled with the new opening and positioning of the Aethos brand to the London market. The Company is also subject to external risks including market and demand risk such as competition risk in a relatively saturated market. The Company believes this risk is mitigated by its differentiated offering including its membership club and new F&B concept launching in H1 2026. Human capital cost remains relevant as this forms a large cost driver for the business, however, through a dedicated senior HR leader overseeing human resources combined with close work alongside hotels Director of Finance these costs and risks are revised on a rolling basis and managed to ensure stability both financially and operationally. Licensing risks remain minimal as the hotel operates under strict leadership and adherence to current license in place. Inflation risk remains, particularly relating to wage and energy price inflation, however, this is being closely managed to mitigate the impact as much as possible. Liquidity risk is deemed to be low, and the directors have confirmed the intention and ability of the ultimate controlling party to provide liquidity if required by the Company for at least the following 12 months from the date of these financial statements.

Key performance indicators
 
Turnover for 2025 amounted to £12,165k, compared to £18,686k in 2024. The Company achieved an occupancy rate of 72% (down from 77% in 2024) with an average room rate of £256.21 (down from £259.71 in 2024) for the year ended 31 December 2025 as the hotel operations were impacted by the ongoing renovations. The decrease in annual performance was driven mostly by closure of the restaurant from August 2025 as it undergoes renovation, resulting in a 48% decline in F&B revenues year-on-year. Rooms revenue was less impacted as they were closed for a shorter period (rooms available -26% vs 2024) coupled with a resilient ADR throughout rebranding (ADR -1% vs 2024,) resulting in a final rooms revenue shortfall of -27% vs 2024. 


Page 1

 
SHOREDITCH OPCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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



................................................
N Olsson
Director

Date: 10 April 2026

Page 2

 
SHOREDITCH OPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The loss for the year, after taxation, amounted to £799,045 (2024: loss of £1,505,536).

No dividends were paid in the year (2024: £Nil). The directors do not recommend the payment of any final dividends.

Directors

The directors who served during the year were:

N Olsson (appointed 5 February 2025)
G Paineli (appointed 5 February 2025)
R Fay (resigned 5 February 2025)
N Jackson (resigned 5 February 2025)
D White (resigned 5 February 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Indemnity of the Company

The Company indemnifies the directors against any and all liabilities, actions, proceedings, claims, costs, demands, damages and expenses (including legal fees) incurred or threatened arising out of or in connection with or relating to or resulting from being or having acted as directors of the Company.

Page 3

 
SHOREDITCH OPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Matters covered in the Strategic Report

The Company has chosen to set out information required to be contained in the Directors' Report by medium-sized Companies (Accounts and Reports) Regulations 2008, Sch. 7 in the Strategic Report, in accordance with Companies Act 2006, s. 414C(11). It has done so in respect of risk exposure and future developments.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

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

Auditors

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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




................................................
N Olsson
Director

Date: 10 April 2026

Page 4

 
SHOREDITCH OPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED
 

Opinion


We have audited the financial statements of Shoreditch Opco Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 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 opinion


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


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 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.


Page 5

 
SHOREDITCH OPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


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 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, 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' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 6

 
SHOREDITCH OPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
 
Based on our understanding of the Company and industry, we identified the principal risks of non-compliance with laws and regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax and sales tax.
We evaluated management's incentives and opportunities or fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
inspecting correspondence with regulators and tax authorities;
discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
evaluating management's controls designed to prevent and detect irregularities;
identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and
challenging assumptions and judgements made by management in their critical accounting estimates.


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


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 7

 
SHOREDITCH OPCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHOREDITCH OPCO LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.




Isabelle Shepherd (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

10 April 2026
Page 8

 
SHOREDITCH OPCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

Turnover
 4 
12,165,038
18,686,076

Cost of sales
  
(915,536)
(1,720,192)

Gross profit
  
11,249,502
16,965,884

Administrative expenses
  
(12,035,669)
(17,740,077)

Operating loss
 5 
(786,167)
(774,193)

Interest receivable and similar income
 8 
6,678
11,279

Interest payable and similar expenses
 9 
(19,556)
(742,622)

Loss before tax
  
(799,045)
(1,505,536)

Tax on loss
 10 
-
-

Loss for the financial year
  
(799,045)
(1,505,536)

There was no other comprehensive income for 2025 (2024: £Nil).

The notes on pages 14 to 27 form part of these financial statements.

Page 9

 
SHOREDITCH OPCO LIMITED
REGISTERED NUMBER: 13763097

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
492,513
-

Tangible assets
 12 
5,225,314
202,110

  
5,717,827
202,110

Current assets
  

Stocks
 13 
194,616
206,653

Debtors
 14 
3,414,324
1,141,607

Cash at bank and in hand
 15 
4,007,712
2,236,004

  
7,616,652
3,584,264

Creditors: amounts falling due within one year
 16 
(15,227,708)
(8,280,558)

Net current liabilities
  
 
 
(7,611,056)
 
 
(4,696,294)

Net liabilities
  
(1,893,229)
(4,494,184)


Capital and reserves
  

Called up share capital 
 18 
10
10

Capital contribution reserve
 19 
4,486,017
1,086,017

Profit and loss account
 19 
(6,379,256)
(5,580,211)

  
(1,893,229)
(4,494,184)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



................................................
N Olsson
Director

Date: 10 April 2026

The notes on pages 14 to 27 form part of these financial statements.

Page 10

 
SHOREDITCH OPCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
10
1,086,017
(4,074,675)
(2,988,648)


Comprehensive income for the year

Loss for the year
-
-
(1,505,536)
(1,505,536)



At 1 January 2025
10
1,086,017
(5,580,211)
(4,494,184)


Comprehensive income for the year

Loss for the year
-
-
(799,045)
(799,045)

Capital contribution
-
3,400,000
-
3,400,000


At 31 December 2025
10
4,486,017
(6,379,256)
(1,893,229)


The notes on pages 14 to 27 form part of these financial statements.

Page 11

 
SHOREDITCH OPCO LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(799,045)
(1,505,536)

Adjustments for:

Amortisation of intangible fixed assets
35,441
-

Depreciation of tangible fixed assets
127,553
22,793

Interest payable
19,556
742,622

Interest receivable
(6,678)
(11,279)

Decrease/(increase) in stocks
12,037
(24,817)

Increase in debtors
(1,537,484)
(206,381)

Decrease in creditors
(3,188,084)
(244,566)

Net cash used in operating activities

(5,336,704)
(1,227,164)

Cash flows from investing activities

Purchase of intangible fixed assets
(527,954)
-

Purchase of tangible fixed assets
(5,150,756)
(203,217)

Interest received
6,678
11,279

Net cash used in investing activities

(5,672,032)
(191,938)

Cash flows from financing activities

Proceeds from new other loans
12,800,000
-

Interest paid
(19,556)
-

Net cash generated from financing activities
12,780,444
-

Net increase/(decrease) in cash and cash equivalents
1,771,708
(1,419,102)

Cash and cash equivalents at beginning of year
2,236,004
3,655,106

Cash and cash equivalents at the end of year
4,007,712
2,236,004


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,007,712
2,236,004


The notes on pages 14 to 27 form part of these financial statements.

Page 12

 
SHOREDITCH OPCO LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





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

£

£

£

Cash at bank and in hand

2,236,004

1,771,708

-

4,007,712

Debt due within 1 year

(3,400,000)

(12,800,000)

3,400,000

(12,800,000)


(1,163,996)
(11,028,292)
3,400,000
(8,792,288)

The notes on pages 14 to 27 form part of these financial statements.

Page 13

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Shoreditch Opco Limited is a private company, limited by shares and incorporated in England and Wales. The Company's registered number is 13763097 and its registered office address is Aethos London Shoreditch, 10-50 Willow Street, London, England, EC2A 4BH.
The Company's principal activity is disclosed within the Strategic Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the entity and rounded to the nearest £.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on a going concern basis. The directors have prepared forecasts and cash flow projections for the Company and its immediate parent that owns the long lease of the hotel, for a period of at least 12 months from the date of approval of these financial statements. These forecast cover the future expected trade under the new Aethos brand.
 
The forecasts show that the company is expected to have sufficient cash to meet its liabilities as and when they fall due. The forecasts show that the company does not expect to have the ability to repay its other loans balances in full, if these were to be demanded. Amethyst Fund II SCSp, the ultimate controlling party, has confirmed their intention to continue to provide financial support to the company for at least 12 months from the date of approval of these financial statements, whether through new funding or ensuring current finding is not withdrawn, and the directors are satisfied they have the ability to do so. 
 
The directors therefore consider that the Company will have adequate resources to meet its liabilities as they fall due for the foreseeable future. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

Page 14

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.3
Foreign currency translation (continued)

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue from hotel operations is recognised in the profit and loss at the point at which room and related services are provided. Revenue from hotel operations includes accommodation revenue, meeting and events income and other related miscellaneous income. For bookings in advance of the date of stay or event, the amount is recognised in deferred income. The deferred income is then released to revenue on the day or period when the goods or services are provided. Revenue for these streams is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes.
Revenue from food and beverage sales is recognised at the point of sale, as this is the stage at which the economic benefits flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a systematic basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a systematic basis over the lease term that is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Computer software
-
5 years straight-line

Page 16

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

Tenant fit out
-
15 years
Plant and machinery
-
5 years
Fixtures and fittings
-
5 years
Office equipment
-
3 years
Assets under construction
-
Not depreciated until brought into use

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.12

Impairment of fixed assets

At each reporting date, the Company reviews the carrying amounts of its intangible and tangible fixed 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.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment is recognised immediately in profit or loss.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Page 17

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including other bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position 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.

Page 18

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies 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.
The directors do consider the following to be the sources of critical judgements or estimation uncertainty in relation to these financial statements:
Fixed Asset Impairment 
Fixed assets are subject to an impairment review whenever an indicator of impairment is present. An impairment review has been completed at the reporting date to identify the recoverable value of the cash-generating unit which has been identified as the hotel. The hotel assets are held by this company and its parent, Blackall Propco Ltd. The carrying value has therefore been considered in total for the purposes of the impairment review. 
An impairment review has been completed at the reporting date to identify the recoverable value of the asset. Management considered both the fair value, using a valuation report as at 31 December 2025 prepared by Cushman & Wakefield and a value in use calculation prepared internally. Both of these calculations used estimates on future trading expectations and costs, as well as making a judgment on appropriate discount rates and capitalisation rates. The value in use was identified as the higher value, due to planned strategic changes in the way the hotel operates and the legal structure of the group, and therefore identified as the recoverable amount. This indicated that impairment was required however this has all been allocated to the Long-leasehold property cost held in Blackall Propco Ltd on the basis the impairment is on the leasehold cost rather than the recent refurbishments. 
If the assumptions that feed into the impairment review differ from the actual events that occur then there could be a material impact on the impairment charge and a charge recognised on the fixed assets held by this company.  
Recoverability of intercompany debtors
The Company incurs costs and makes payments on behalf of associated undertakings, which give rise to debtor balances owed by these companies. At each reporting date, the Company evaluates the recoverability of amounts owed by associated undertakings based on their current financial position, forecast future financial performance and other factors. The actual level of debtors collected in future periods may differ from the estimated levels of recovery based on the Company's judgement, which could impact operating results positively or negatively.

Page 19

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Room revenue
8,695,910
11,971,481

Food and beverage
3,066,774
5,882,827

Other income
257,707
504,660

Meeting and events revenue
144,647
327,108

12,165,038
18,686,076


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging/(crediting):

2025
2024
£
£

Amortisation of intangible fixed assets
35,441
-

Depreciation of tangible fixed assets
127,553
22,793

Exchange differences
19,394
9,632

Operating lease rentals
71,039
3,161,751

Fixtures, fittings and equipment accrual reversal
(909,071)
-

On 5 February 2025, the Company was acquired by Amethyst Fund II SCSp. This resulted in the existing FF&E provision being waived as there was no longer a legal obligation to maintain the accrual. Therefore, a total of £909,071 was waived.


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
33,600
32,000

Non-audit services
7,800
9,650

Page 20

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
5,454,682
5,664,274

Social security costs
542,221
576,640

Pensions
83,351
89,076

6,080,254
6,329,990


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


        2025
        2024
            No.
            No.







Employees
151
178

The directors received no remuneration in the year ended 31 December 2025 (2024: £Nil).


8.


Interest receivable and similar income

2025
2024
£
£


Other interest receivable
6,678
11,279


9.


Interest payable and similar expenses

2025
2024
£
£


Other interest payable
19,556
742,622

The other interest payable in the prior year relates to the notional interest charged on the loan received from a company that indirectly controlled Shoreditch Opco Limited. This loan was waived when the Company was acquired by Amethyst Fund II SCSp on 5 February 2025. See note 17 for details.

Page 21

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(799,045)
(1,505,536)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
(199,761)
(376,384)

Effects of:


Expenses not deductible for tax purposes
9,128
301,996

Movement in deferred tax not recognised
416,722
73,175

Other permanent difference
1,161
1,213

Income not taxable for tax purposes
(227,250)
-

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Intangible assets




Computer software

£



Cost


At 1 January 2025
-


Additions
527,954



At 31 December 2025

527,954



Amortisation


At 1 January 2025
-


Charge for the year
35,441



At 31 December 2025

35,441



Net book value



At 31 December 2025
492,513



At 31 December 2024
-



Page 23

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets





Tenant fit out
Plant and machinery
Fixtures and fittings
Office equipment
Assets under construction
Total

£
£
£
£
£
£



Cost 


At 1 January 2025
-
-
389,744
-
-
389,744


Additions
2,925,131
156,971
516,349
94,592
1,457,713
5,150,756



At 31 December 2025

2,925,131
156,971
906,093
94,592
1,457,713
5,540,500



Depreciation


At 1 January 2025
-
-
187,633
-
-
187,633


Charge for the year 
49,363
13,206
54,173
10,811
-
127,553



At 31 December 2025

49,363
13,206
241,806
10,811
-
315,186



Net book value



At 31 December 2025
2,875,768
143,765
664,287
83,781
1,457,713
5,225,314



At 31 December 2024
-
-
202,110
-
-
202,110


13.


Stocks

2025
2024
£
£

Goods for resale
194,616
206,653


Page 24

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Debtors

2025
2024
£
£

Trade debtors
161,705
458,588

Amounts owed by group undertakings
2,378,505
-

Amounts owed by related parties
97,273
134,748

Other debtors
473,774
94,335

Prepayments
303,067
453,936

3,414,324
1,141,607


Amounts owed by group undertakings and related parties are unsecured, interest free and repayable on demand.


15.


Cash and cash equivalents

2025
2024
£
£

Cash in hand
4,463
19,526

Unrestricted cash
3,728,249
1,666,479

Restricted cash
275,000
550,000

4,007,712
2,236,005



16.


Creditors: amounts falling due within one year

2025
2024
£
£

Other loans
12,800,000
3,400,000

Accrued interest
19,556
-

Trade creditors
1,947,861
790,504

Amounts owed to group undertakings
-
1,049,560

Other taxation and social security
43,467
866,110

Other creditors
20,451
36,896

Accruals and deferred income
396,373
2,137,488

15,227,708
8,280,558


Amounts owed to group undertakings are unsecured, interest free and payable on demand.
See note 17 for further details on other loans.

Page 25

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Other loans
12,800,000
3,400,000


At 31 December 2024, other loans represents a loan totalling £3,400,000, owed to an entity in the same group as the Company's previous owners, LaSalle Real Estate Debt Strategies III SCSp. 
On 5 February 2025, when the Company was acquired by Amethyst Fund II SCSp, the total debt was waived and this represented a capital contribution. The £3,400,000 has therefore been reclassified as equity during the year.
On 3 June 2025, an intercompany loan was taken out with the Company's immediate parent, Blackall Propco Limited, totalling £2,800,000. The loan is interest free, unsecured and payable on demand.
On 15 September 2025, a further intercompany loan was taken out with Blackall Propco Limited totalling £2,000,000. The loan is interest free, unsecured and payable on demand.
On 10 October 2025, a further intercompany loan was taken out with Blackall Propco Limited totalling £2,500,000. The loan is interest free, unsecured and payable on demand. 
On 16 December 2025, a further intercompany loan was taken out with Blackall Propco Limited totalling £5,500,000. This loan bears interest of 8% per annum, is unsecured and is payable on demand.


18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



10 (2024: 10) Ordinary shares of £1.00 each
10
10

The Ordinary shares have attached to them, full voting and distribution rights. The Ordinary shares do not confer any rights of redemption.

Page 26

 
SHOREDITCH OPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Reserves

Capital contribution reserve

The capital contribution reserve represents non-repayable contributions received from a company that was part of the same group, which do not give rise to the issue of shares and are not consideration for goods or services. Such contributions are recognised directly in equity and are not recycled through profit or loss.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, net of any distributions to shareholders.


20.


Related party transactions

The Company has taken advantage of the exemption, under the terms of Section 33.1A Financial Reporting Standards 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned group entities.
Included in amounts owed by related parties is £97,273 (2024: £117,501) relating to a company under common directorship and ownership.
During the year, the Company paid £500,188 (2024: £Nil) in fees to an entity under common control for the use and support around the brand.


21.


Controlling party

The Company's immediate parent undertaking is Blackall Propco Limited, a company registered in Jersey with registered office address of 13-14 Esplanade, St Helier, Jersey, JE4 5UR.
Following Blackall Propco Limited being acquired on 5 February 2025, the Company's ultimate controlling party is now Amethyst Fund II SCSp, a company registered in Luxembourg.

Page 27