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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

VSW Hotel Limited is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX, England.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

The Hotel began operating in November 2024. The company has reported a loss of £3.1m for the year ended 31 March 2025 and at that date, the company's liabilities exceeded its total assets by £4.7m (2024: loss of £1.3m and net liabilities of £1.6m). The company has continued to incur losses post year-end.true

The company meets its day to day working capital requirements from funds made available by its parent company, Victoria Square Woking Limited ("VSWL"). VSWL has provided security over its assets to support the loan facility that it obtained from Woking Borough Council and acts as a guarantor of the loan facility.

Victoria Square Woking Limited has reported a potential material uncertainty related to events or conditions which may cast significant doubt on its ability to continue as a going concern. VSW Hotel Limited, as a subsidiary reliant on the support of Victoria Square Woking Limited, is therefore subject to an equivalent material uncertainty. However, Woking Borough Council has committed to make funds available to Victoria Square Woking Limited pursuant to the loan facility until at least 31 March 2027. Thereafter, the continuation of additional funding to meet Victoria Square Woking Limited's further liabilities is subject to further approval from Woking Borough Council.

The directors of the company have sought to mitigate any perceived operational and funding risk by:

•    Continuing to engage and cooperate with WBC; and

•    Seeking any further support assurances from WBC into the future.

The directors have considered the material uncertainty related to events or conditions that could cast significant doubt on the company’s ability to continue as a going concern, which would render it unable to realise its assets and discharge its liabilities in the normal course of business.

The directors have concluded that at this time there is a reasonable expectation that, given the support of WBC including the debt standstill agreement ending March 2027, the company has adequate resources to continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in the preparation of the financial statements.

Revenue is recognized in accordance with FRS 102 and represents the fair value of consideration received or receivable for the provision of services in the ordinary course of the hotel’s operations, net of discounts, VAT, and other sales-related taxes.

Revenue from room accommodation is recognized when rooms are occupied, with advance deposits recorded as deferred income until the rooms are used. Revenue from food and beverage services, including restaurants, bars, and room service, is recognized when the service is provided, and any discounts, loyalty points, or vouchers are treated as a reduction of revenue. Revenue from banquet and conference facilities is recognized when the event takes place, with non-refundable deposits received in advance recorded as deferred income. Revenue from other ancillary services, such as parking and laundry etc., is recognized when the services are rendered.

Revenue is measured at the fair value of the consideration received or receivable, and service charges collected on behalf of third parties are excluded from revenue.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

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

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

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

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

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

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

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

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

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

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

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 consider there to be no significant judgements or key sources of estimation uncertainty in the financial

statements.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Qualified opinion

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

• give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006..

Basis for qualified opinion

As stated in note 1.2 of the financial statements, the company incurred a loss of £3.1m during the year ended 31 March 2025 and, as of that date, the company's balance sheet had net liabilities of £4.7m. The company is forecast to make further losses in the next financial years. In our opinion, these events or conditions indicate that there is significant doubt on the company's ability to continue as a going concern. The directors state that they have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The validity of this assumption is on the basis that the company will continue to be supported by its parent company and the ultimate shareholders. We were unable to satisfy ourselves that the parent company and the ultimate shareholders can provide such support to the company. Consequently we were unable to determine whether the company has sufficient resources to continue in operational existence for the foreseeable future.

Consequently we were unable to determine whether it was appropriate for the directors to continue adopting the going concern basis.

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

The immediate parent company is Victoria Square Woking Limited, whose registered office address is 27 Old Gloucester Street, London, England, WC1N 3AX.

The ultimate parent company is Woking Borough Council ("WBC"), whose registered office is Civic Offices, Gloucester Square, Woking GU21 6YL. The immediate parent company does not prepare consolidated accounts which are publicly available. The results of VSW Hotel Limited are included in the consolidated financial statements of Woking Borough Council which are publicly available on WBC's website.

Rent-free accruals in respect of the lease of property from the parent company, Victoria Square Woking Limited, were recognised in prior periods. Following a review of the leases, the arrangements were not deemed to be lease incentives under FRS 102 and a prior period adjustment has therefore been raised to write off the rent-free accruals in prior periods.