REGISTERED NUMBER: 03239538 (England and Wales)

Sedum Limited

Group strategic report,

Report of the directors and

Consolidated financial statements

for the year ended 31 August 2025

Page

Company information

1

Group strategic report

2

Report of the directors

4

Report of the independent auditors

6

Consolidated income statement

10

Consolidated other comprehensive income

11

Consolidated balance sheet

12

Company balance sheet

14

Consolidated statement of changes in equity

16

Company statement of changes in equity

17

Consolidated cash flow statement

18

Notes to the consolidated cash flow statement

19

Notes to the consolidated financial statements

21

Directors:

J J Bartella

L J Bartella

Secretary:

J Kilham

Registered office:

Pontlands Park Hotel

West Hanningfield Road

Great Baddow

Chelmsford

Essex

CM2 8HR

Registered number:

03239538 (England and Wales)

Auditors:

Clay Ratnage Strevens & Hills

Chartered Accountants and

Statutory Auditor

Construction House, Runwell Road

Wickford

Essex

SS11 7HQ

The principal activity of the company is that of managing the affairs of its subsidiary companies, and its trading subsidiary's principal activity is that of hospitality. There were no changes in this activity during the year. Subsequent to the year end the trading subsidiary has been sold to a third party and the principal activity of the company has become the management of investments.

Review of business

During the year under review, the group's main trading operations were within the hospitality sector and the subsidiary company continued to trade with reasonable success despite the tough trading conditions which continued to affect this sector. The directors continued to invest in the trading activities of the subsidiary, conducting both restorative and preventative maintenance to ensure the facilities remain at a high standard. The group saw a further reduction in energy costs when compared to the previous year, but suffered from increased rates charges as rates reliefs were abated. Costs were closely managed during the year and the directors are pleased to report that this meant that overall administrative cost levels remained in line with the previous year, despite added pressure arising as a result of inflation

The group has made a loss after taxation for the year of £12,007 (2024 - profit £90,379) and this loss has arisen due to the write off of historical professional fees that no longer hold future value.

The directors are satisfied with the state of the financial affairs of the group at the balance sheet date and are pleased to report that the group maintains a sensible level of funds in order to ensure that all working capital requirements of the business can be met. The group has the ongoing financial support of its ultimate holding company.

Principal risks and uncertainties

The principal risks and uncertainties identified by the directors of the group relate to factors concerning the overall state of the UK economy and the continuing cost of living crisis. These factors directly impact the demand for domestic holidays, weddings and other related activities. The stability of the UK economy also has a direct impact on customers attitude to spending which affects the group as the industry within which it operates is substantially reliant on customers willingness to spend their surplus income.

The group is in a good position, both financially and operationally, to adapt to the continuing challenges within its sector. The directors continue to have an active involvement in the daily activities of the group, which enables them to respond to any problems that may arise.

Financial key performance indicators

The directors consider the key financial performance indicators to be as follows:

Gross profit percentage - The directors report that the trading subsidiary's gross profit percentage has reduced slightly to 40.2% (2024 - 42.9%). The reduction seen in the current year is partly due to a change in the mix of turnover, with a greater proportion of the turnover in the year arising from food and liquor sales. The margin has also been adversely impacted by minimum wage increases. The directors anticipate a further slight fall in gross profit margin, in the period prior to the sale, due to ever increasing wage costs.

Operating profit percentage - The directors confirm that the operating profit percentage has reduced to 3.7% (2024 - 10.4%). The directors expect that operating profit margin will improve during the forthcoming year.

Group net value - The director reports that the net value of the group has decreased by £2,097,007 (2024 - increase £90,380) during the year. This decrease is attributable to the revaluation of the group's properties during the year

On behalf of the board:

J J Bartella - Director

20 May 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 August 2025.

Principal activity

The principal activity of the group in the year under review was that of managing the affairs of its subsidiary companies, and its trading subsidiary's principal activity is that of hospitality. There were no changes in this activity during the year.

Dividends

No dividends will be distributed for the year ended 31 August 2025.

The directors do not recommend the payment of a dividend.

Research and development

The group is not involved in any major research and development projects.

Future developments

The directors are not aware of any likely future developments which would have significant effect on the group.

Directors

The directors who served during the year were:

J J Bartella

L J Bartella (appointed 11 September 2024)

Fixed assets

Details of movements in fixed assets are set out in the notes to the accounts.

Post balance sheet events

Subsequent to the year end the company has completed the sale of it's trading subsidiary to a third party

Close company

The parent company and its subsidiaries are close companies within the meaning of S.439 CTA 2010.

Results

The profit for the year, after taxation, amounted to £26,993 (2024 - £90,379).

Further information on the performance of the group during the year and the group's state of affairs at the balance sheet date are noted within the Strategic report on pages 2 to 3.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Report of the directors and the financial statements in accordance with applicable law and regulations.

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

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006, Clay Ratnage Strevens & Hills will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

On behalf of the board:

J J Bartella - Director

20 May 2026

Qualified opinion

We have audited the financial statements of Sedum Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated income statement, Consolidated other comprehensive income, Consolidated balance sheet, Company balance sheet, Consolidated statement of changes in equity, Company statement of changes in equity, Consolidated cash flow statement and Notes to the consolidated cash flow statement, Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 August 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 qualified opinion

The company's accounts include information relating to the company's foreign joint venture, Heritage Leisure (Hellas) SA, as detailed in note 13 to the accounts. As a result of the foreign joint venture preparing accounts to a different accounting reference date, we have been unable to fully verify, or obtain certified communication of, the relevant accounting information for the year ended 31 August 2025. We are thus unable to fully satisfy ourselves as to the correctness of the details disclosed in note 13.

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 group 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 group's and the 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 Auditors' 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 the audit:

-	the information given in the Group strategic report and the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group strategic report and the Report of the directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Report of the directors.

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

-	adequate accounting records have not been kept 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page five, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

To identify risks of material misstatement due to fraud, we assess events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures include:

-

Obtaining an understanding of the legal and regulatory frameworks applicable to the group and the sector in which they operate.

-

Obtaining an understanding of how the group is complying with those legal and regulatory frameworks by making enquiries to the group's accounting department and management.

-

Assessing the susceptibility of the company's financial statements to material misstatement caused by fraud or other irregularities, by undertaking the following procedures:

-

Identifying and assessing the design effectiveness of controls which management have in place to prevent and detect fraud.

-

Understanding how those charged with governance consider and address the potential for override of controls and management bias.

-

Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

-

Assessing the extent of compliance with the relevant laws and regulations.

-

Assessing the extent to which pressures exist which may increase the risk of fraudulent revenue recognition.

Potential fraud risks that had been identified throughout the planning and commencement of the audit were communicated to the audit team.

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 Report of the auditors.

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 a Report of the auditors 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.

Laura Main (Senior Statutory Auditor)

for and on behalf of Clay Ratnage Strevens & Hills

Chartered Accountants and

Statutory Auditor

Construction House, Runwell Road

Wickford

Essex

SS11 7HQ

20 May 2026

Revenue

4

1,867,588

1,884,932

Cost of sales

1,051,108

1,020,594

Gross profit

816,480

864,338

Administrative expenses

746,927

667,722

69,553

196,616

Other operating income

5

25,945

28,761

Group operating profit

7

95,498

225,377

Share of operating loss in

Joint ventures

(25,945

)

(28,761

)

Interest receivable and similar income

(831

)

402

68,722

197,018

Interest payable and similar expenses

9

63,348

68,483

Profit before taxation

5,374

128,535

Tax on profit

10

17,381

38,156

(Loss)/profit for the financial year

(12,007

)

90,379

(Loss)/profit attributable to:

Owners of the parent

(12,007

)

90,379

(Loss)/profit for the year

(12,007

)

90,379

Other comprehensive income

Revaluation of tangible fixed assets

(2,780,000

)

-

Income tax relating to other comprehensive income

695,000

-

Other comprehensive income for the year, net of income tax

(2,085,000

)

-

Total comprehensive income for the year

(2,097,007

)

90,379

Total comprehensive income attributable to:

Owners of the parent

(2,097,007

)

90,379

Fixed assets

Intangible assets

12

499,900

499,900

Tangible assets

13

4,481,546

7,299,800

Investments

14

131,750

121,750

Investment property

15

-

-

5,113,196

7,921,450

Current assets

Stock

16

19,179

19,456

Debtors

17

1,465,342

1,402,249

Cash at bank and in hand

18

212,808

225,196

1,697,329

1,646,901

Creditors

Amounts falling due within one year

19

2,114,325

1,991,116

Net current liabilities

(416,996

)

(344,215

)

Total assets less current liabilities

4,696,200

7,577,235

Creditors

Amounts falling due after more than one year

20

(674,757

)

(760,770

)

Provisions for liabilities

22

(700,886

)

(1,398,901

)

Net assets

3,320,557

5,417,564

Capital and reserves

Called up share capital

23

1,000

1,000

Revaluation reserve

24

2,961,542

5,046,542

Retained earnings

24

358,015

370,022

Shareholders' funds

3,320,557

5,417,564

The financial statements were approved by the Board of Directors and authorised for issue on 20 May 2026 and were signed on its behalf by:

J J Bartella - Director

Fixed assets

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

631,850

613,449

Investment property

15

4,000,000

6,780,000

4,631,850

7,393,449

Current assets

Debtors

17

2,314,410

2,189,890

Cash at bank

18

176,910

106,573

2,491,320

2,296,463

Creditors

Amounts falling due within one year

19

1,829,103

1,669,797

Net current assets

662,217

626,666

Total assets less current liabilities

5,294,067

8,020,115

Creditors

Amounts falling due after more than one year

20

(674,757

)

(760,770

)

Provisions for liabilities

22

(683,760

)

(1,378,760

)

Net assets

3,935,550

5,880,585

Capital and reserves

Called up share capital

23

1,000

1,000

Fair value reserve

2,961,542

5,046,542

Retained earnings

973,008

833,043

Shareholders' funds

3,935,550

5,880,585

Company's (loss)/profit for the financial year

(1,945,035

)

127,811

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

The financial statements were approved by the Board of Directors and authorised for issue on 20 May 2026 and were signed on its behalf by:

J J Bartella - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2023

1,000

279,643

5,046,542

5,327,185

Changes in equity

Total comprehensive income

-

90,379

-

90,379

Balance at 31 August 2024

1,000

370,022

5,046,542

5,417,564

Changes in equity

Total comprehensive income

-

(12,007

)

(2,085,000

)

(2,097,007

)

Balance at 31 August 2025

1,000

358,015

2,961,542

3,320,557

Called up

Fair

share

Retained

value

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2023

1,000

705,232

5,046,542

5,752,774

Changes in equity

Total comprehensive income

-

127,811

-

127,811

Balance at 31 August 2024

1,000

833,043

5,046,542

5,880,585

Changes in equity

Total comprehensive income

-

(1,945,035

)

-

(1,945,035

)

Transfer between reserves

-

2,085,000

-

2,085,000

Fair value movement

-

-

(2,085,000

)

(2,085,000

)

Balance at 31 August 2025

1,000

973,008

2,961,542

3,935,550

Cash flows from operating activities

Cash generated from operations

1

106,508

266,418

Interest paid

(63,348

)

(68,483

)

Tax paid

(42,378

)

(31,844

)

Net cash from operating activities

782

166,091

Cash flows from investing activities

Purchase of fixed asset investments

(10,000

)

-

Interest received

(831

)

402

Net cash from investing activities

(10,831

)

402

Cash flows from financing activities

Loan repayments in year

(105,554

)

(111,486

)

Amount introduced by directors

-

3,303

Transfers from/(to) group companies

103,215

(25,203

)

Net cash from financing activities

(2,339

)

(133,386

)

(Decrease)/increase in cash and cash equivalents

(12,388

)

33,107

Cash and cash equivalents at beginning of year

2

225,196

192,089

Cash and cash equivalents at end of year

2

212,808

225,196

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

5,374

128,535

Depreciation charges

38,254

40,991

Loss on disposal of fixed assets

-

1,341

Finance costs

63,348

68,483

Finance income

831

(402

)

107,807

238,948

Decrease/(increase) in stock

277

(1,343

)

Decrease in trade and other debtors

33,321

24,483

(Decrease)/increase in trade and other creditors

(34,897

)

4,330

Cash generated from operations

106,508

266,418

2.	Cash and cash equivalents

The amounts disclosed on the Cash flow statement in respect of cash and cash equivalents are in respect of these Balance sheet amounts:

Year ended 31 August 2025

31/8/25

1/9/24

£

£

Cash and cash equivalents

212,808

225,196

Year ended 31 August 2024

31/8/24

1/9/23

£

£

Cash and cash equivalents

225,196

192,089

3.	Analysis of changes in net debt

At 1/9/24

Cash flow

At 31/8/25

£

£

£

Net cash

Cash at bank and in hand

225,196

(12,388

)

212,808

225,196

(12,388

)

212,808

Debt

Debts falling due within 1 year

(112,451

)

19,541

(92,910

)

Debts falling due after 1 year

(760,770

)

86,013

(674,757

)

(873,221

)

105,554

(767,667

)

Total

(648,025

)

93,166

(554,859

)