Company registration number 03900656 (England and Wales)
ST. BRIDE'S SPA HOTEL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ST. BRIDE'S SPA HOTEL LIMITED
COMPANY INFORMATION
Directors
Mr J B Chitty
Mr R M Ryan
Mr R N Sawyer
Company number
03900656
Registered office
Gorsewood Drive
Hakin
Milford Haven
Pembrokeshire
SA73 3EP
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
ST. BRIDE'S SPA HOTEL LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
ST. BRIDE'S SPA HOTEL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The company was non-trading for the entire year having transferred its trade, assets and certain liabilities on 31 December 2024.

Directors

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

Mr J B Chitty
Mr R M Ryan
Mr R N Sawyer
Auditor

The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr J B Chitty
Director
9 July 2026
ST. BRIDE'S SPA HOTEL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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

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

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

- 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ST. BRIDE'S SPA HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ST. BRIDE'S SPA HOTEL LIMITED
- 3 -
Opinion

We have audited the financial statements of St. Bride's Spa Hotel Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

ST. BRIDE'S SPA HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ST. BRIDE'S SPA HOTEL LIMITED (CONTINUED)
- 4 -
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 identifie d material misstatements in the directors' r eport. 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; or

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

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

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.

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and health & safety regulations;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

ST. BRIDE'S SPA HOTEL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ST. BRIDE'S SPA HOTEL LIMITED (CONTINUED)
- 5 -

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young, Statutory Auditor
Chartered Accountants
Newport
Gwent
United Kingdom
15 July 2026
ST. BRIDE'S SPA HOTEL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Year
Period
ended
ended
31 December
31 December
2025
2024
Notes
£
£
Turnover
-
3,296,216
Cost of sales
-
0
(1,964,315)
Gross profit
-
1,331,901
Administrative expenses
-
0
(786,409)
Other operating income
-
0
16,100
Operating profit
-
561,592
Other gains and losses
4
635,841
-
Profit/(loss) on disposal of operations
6
-
8,062,031
Profit before taxation
635,841
8,623,623
Tax on profit
5
(158,960)
(136,558)
Profit for the financial year
476,881
8,487,065

The profit and loss account has been prepared on the basis that all operations were continuing operations until transfer to Milford Waterfront Resort Limited on 31 December 2024.

ST. BRIDE'S SPA HOTEL LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 7 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
7
15,457,198
18,385,650
Creditors: amounts falling due within one year
8
(158,960)
(3,564,293)
Net current assets
15,298,238
14,821,357
Capital and reserves
Called up share capital
9
2
2
Capital redemption reserve
10,000
10,000
Profit and loss reserves
15,288,236
14,811,355
Total equity
15,298,238
14,821,357

These 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 9 July 2026 and are signed on its behalf by:
Mr J B Chitty
Director
Company registration number 03900656 (England and Wales)
ST. BRIDE'S SPA HOTEL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 24 May 2024
10,002
-
0
6,324,290
6,334,292
Period ended 31 December 2024:
Profit and total comprehensive income
-
-
8,487,065
8,487,065
Redemption of shares
9
(10,000)
10,000
-
0
-
0
Balance at 31 December 2024
2
10,000
14,811,355
14,821,357
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
476,881
476,881
Balance at 31 December 2025
2
10,000
15,288,236
15,298,238
ST. BRIDE'S SPA HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
1
Accounting policies
Company information

St. Bride's Spa Hotel Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gorsewood Drive, Hakin, Milford Haven, Pembrokeshire, SA73 3EP.

1.1
Reporting period

To fall in line with other companies in the group, in the prior year the directors decided to change the year end to December. The comparative figures represent the 7 months and 8 day period to 31 December 2024.

1.2
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The financial statements of the company are consolidated in the financial statements of Milford Haven Port Authority. These consolidated financial statements are available from Gorsewood Drive, Milford Haven, Pembrokeshire, SA73 3EP

1.3
Going concern

On 31 December 2024, the trade of the company was transferred to parent company Milford Waterfront Resort Limited and St. Bride's Spa Hotel Limited ceased trading on this date.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account discounts. This comprises hotel room income and restaurant and bar income. Turnover is recognised in the period which it is earned. All turnover is derived in the United Kingdom.

ST. BRIDE'S SPA HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 10 -
1.5
Financial instruments

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

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.

Classification of financial liabilities

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

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 paymen ts 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. A m ounts 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.

1.6
Taxation

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

Current tax

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

Deferred tax

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

ST. BRIDE'S SPA HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 11 -
1.7
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.8
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.9
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements 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.

Given the nature of the company the directors do not believe that there are any critical accounting judgements that are made in the process of applying the company's accounting policies or key sources of estimation uncertainty used in the preparation of the financial statements.

3
Employees

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

Year
Period
ended
ended
31 December
31 December
2025
2024
Number
Number
Total
0
41

In September 2024, a Transfer of Undertakings (Protection of Employment) Regulations ("TUPE") transfer took place which transferred employees of St. Bride's Spa Hotel Limited to a company in the Celtic Collection group who provide management services to the company.

ST. BRIDE'S SPA HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
4
Other gains and losses
2025
2024
£
£
Amounts written off current loans
635,841
-
5
Taxation
Year
Period
ended
ended
31 December
31 December
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
158,960
42,796
Deferred tax
Origination and reversal of timing differences
-
0
307,769
Adjustment in respect of prior periods
-
0
(214,007)
Total deferred tax
-
0
93,762
Total tax charge
158,960
136,558
6
Transfer of trade, assets and liabilities

In the prior year, on 31 December 202 4, the trade of the company was transferred to group company Milford Waterfront Resort Limited and St. Bride's Spa Hotel Limited ceased trading on this date.

Certain assets and liabilities were also transferred to group company Milford Waterfront Resort Limited on 31 December 202 4. The purchase price for the trade and assets with a book value of £5,899,969 was £13,962,000 resulting in a profit on disposal of £8,062,031. The liabilities of £839,929 were transferred at book value in exchange for intercompany debt. Assets and liabilities transferred were as follows:

£
Tangible fixed assets
5,013,165
Stock
52,817
Trade debtors
(27,890)
Other debtors
167,876
Prepayments
24,582
Cash
669,419
Deferred grant
(839,929)
5,060,040
ST. BRIDE'S SPA HOTEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
15,457,198
18,385,650
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
-
0
264,958
Amounts owed to group undertakings
-
0
1,632,974
Corporation tax
158,960
71,407
Other creditors
-
0
1,594,954
158,960
3,564,293
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2

On 24 May 2024 the company issued a special resolution reducing its share capital from £10,002 to £2 by cancelling and extinguishing 1,000,000 of the issued A shares of £0.01 each in the company, each of which was fully paid up and the amount by which the share capital was reduced was credited to reserves.

10
Related party transactions

The company has taken advantage of exemption, under the terms of FRS 102, Section 33.1A, from disclosing related party transactions with wholly owned subsidiaries within the group.

At the year end, the company was owed £15,457,198 (2024: £18,385,650) by Milford Waterfront Resort Limited, its parent company.

At the year end, the company owed £nil (2024: £1,632,974) to On The Shore Restaurants Limited, a fellow subsidiary.

11
Parent company

The immediate and ultimate parent company and ultimate controlling party is Milford Haven Port Authority, a p ublic trust port authority set up as an independent statutory body by Act of Parliament in 1958. The registered address of Milford Haven Port Authority is Gorsewood Drive, Milford Haven, Pembrokeshire, SA73 3EP.

The smallest and largest group of which the company is a member and for which group financial statements are drawn up is that headed by Milford Haven Port Authority.

Copies of the consolidated financial statements of Milford Haven Port Authority are available from the company's registered office: Gorsewood Drive, Milford Haven, Pembrokeshire, SA73 3EP.

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