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Registered number: 15189305
ROCKY COVIVIO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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Frazier & Deeter (UK Audit) LLP
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BNP Paribas London Branch
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CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report and the audited financial statements of Rocky Covivio Limited (the "Company") for the year ended 31 December 2025.
In the prior period, the financial statements cover the period from incorporation on 5 October 2023 to 31 December 2024 in order to align with group companies, therefore the results are not directly comparable.
The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006.
The Company's results are set out in the Statement of comprehensive income on page 9. The Company's Statement of financial position is set out on page 10.
The principal activity of the Company during the year was that of a real estate investment trust ("REIT").
During the year ended 31 December 2025, the Company generated a loss before tax of £29,189,000 (period ended 31 December 2024: £23,980,000).
Principal risks and uncertainties
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The Company continues to monitor the major areas of risk and uncertainty that could affect the future success of the business. Due to the nature of the Company, no principal risks have been identified.
Financial key performance indicators
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The Company monitors a number of key performance indicators on an ongoing basis. Key performance indicators that are used to monitor and manage the business are primarily, shareholder's funds:
Other key performance indicators
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As a REIT, the directors do not consider there to be any non-financial key performance indicators.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement by the directors in accordance with s172(1) Companies Act 2006
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The directors act in a way that they considered to be most likely to promote the success of the Company or the benefit of its member as a whole, and in doing so have regard, amongst other matters, to:
∙the likely consequences of any decision in the long term;
∙the interests of the Company's employees;
∙the need to foster the Company's business relationships with suppliers, customers and others;
∙the impact of the Company's operations on the community and the environment;
∙the desirability of the Company maintaining a reputation for high standards of business conduct; and
∙the need to act fairly as between members of the Company.
The Company's key stakeholders include its subsidiary undertakings, and the environment.
The directors are cognisant of their duty under section 172 of the Act in their deliberations as a board on all matters. To discharge this duty, the board had regard to the factors set out above in making the principal decisions taken by the Company.
The Company is a REIT, has no employees or external customers, and therefore the board primarily considers the interests of its ultimate parent company, Covivio, with regard to performing their duty under section 172 of the Act. All board decisions made during the year were made to promote the long-term success of both the Company and its ultimate parent company, and were in line with the strategic goals and objectives of the Covivio group.
Decisions and policies affecting the interests of the employees, external customers, and suppliers of the Company subsidiaries are not set by the Company. The principal decisions and operating activities of the subsidiaries are conducted in line with the wider policies and procedures of the parent company, Covivio Hotels S.C.A.
This report was approved by the board and signed on its behalf by:
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements of Rocky Covivio Limited (the "Company") for the year ended 31 December 2025.
As permitted under section 414C(11) of the Companies Act 2006, the directors have included information in the Strategic report that otherwise would be required under section 416(4) to be disclosed in the Directors' report, including financial risk management. This information is shown by way of cross reference in the Directors' report.
The loss for the year, after taxation, amounted to £29,166,000 (period ended 31 December 2024: loss of £23,954,000).
No dividends were declared or paid during the current year.
The directors who served during the year, and up to the date of signing this report, were:
Directors' responsibilities statement
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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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 101 ‘Reduced Disclosure Framework’). 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 to 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.
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.
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ROCKY COVIVIO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Throughout the year ended 31 December 2025 and to the date the financial statements were approved and authorised for issue by the board, the Company was a member of the Covivio Hotels S.C.A. headed by Covivio. The directors have prepared the Company's financial statements on a going concern basis on the grounds that current and future sources of income, alongside a written letter of support from Covivio Hotels S.C.A., will be adequate to meet the Company's needs for a period at least 12 months from the date of approval of these financial statements.
The directors continue to use the Company as a real estate investment trusts and do not anticipate any change to the Company's activity for the foreseeable future.
Engagement with suppliers, customers and others
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Details of the Company's engagements with suppliers, customers and others can be found in the statement by the directors in accordance with s172(1) Companies Act 2006 in the Strategic Report on page 1 to 2 and form part of this report by cross-reference.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
The auditor, Frazier & Deeter (UK Audit) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
There have been no significant events affecting the Company since the reporting date.
This report was approved by the board and signed on its behalf by:
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROCKY COVIVIO LIMITED
We have audited the financial statements of Rocky Covivio 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 changes in equity and the related 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 101 ‘Reduced Disclosure Framework’ (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.
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 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.
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 entity'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.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee the Company will continue in operation.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROCKY COVIVIO LIMITED (CONTINUED)
The directors are responsible for the Strategic Report and Directors' report contained within the annual report. Our opinion on the financial statements does not cover this report and, except otherwise explicitly stated in our reports, we do not express any form of assurance conclusion thereon. Our responsibility is to read the Strategic Report and Directors' report and, in doing so, consider whether the information therein 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 in the Strategic Report and Directors' report, 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
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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
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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.
Under the Companies Act 2006 we are required 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.
We have nothing to report in these respects.
Responsibilities of directors
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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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROCKY COVIVIO LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected noncompliance.
We assessed the risks of material misstatement in respect of fraud through reading board minutes and using analytical procedures to identify any unusual or unexpected relationships, alongside enquiring of directors and other management as to the Company’s high level policies and procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected or alleged fraud. We also performed procedures including identifying journal entries to test based on a risk assessment and comparing the identified entries to supporting documentation.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities due to fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing noncompliance and cannot be expected to detect all non-compliance with laws and regulations.
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 Auditor's Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROCKY COVIVIO LIMITED (CONTINUED)
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.
Peter Hine (Senior Statutory Auditor)
For and on behalf of Frazier & Deeter (UK Audit) LLP, Statutory Auditor
Level 32 A, Tower 42
25 Old Broad Street
London
EC2N 1HQ
30 June 2026
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Period from 5 October 2023 to
31 December
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Income from shares in group undertakings
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Interest payable and similar expenses
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Loss for the financial year/period
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025 (period ended 31 December 2024: £Nil)
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The notes on pages 12 to 24 form part of these financial statements.
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ROCKY COVIVIO LIMITED
REGISTERED NUMBER:15189305
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 24 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive expense for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Comprehensive expense for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 12 to 24 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Rocky Covivio Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. The registered number is 15189305 and the registered address is Gorse Stacks House, George Street, Chester, CH1 3EQ.
2.Accounting policies
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Basis of preparation of financial statements
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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 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 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 Company's functional and presentation currency is GBP and all amounts included in these financial statements have been rounded to the nearest thousand pounds.
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 16, 38A, 38B, 38C, 38D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙ the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙ the requirements of paragraph 88C and 88D of IAS 12 Income Taxes.
This information is included in the consolidated financial statements of Covivio Hotels S.C.A. as at 31 December 2025 and these financial statements may be obtained from 10 rue de Madrid, 75008 Paris, France.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Impact of new international reporting standards, amendments and interpretations
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The Company has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2025:
∙Amendments to IAS 21 - Lack of Exchangeability.
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2025.
There are no amendments to accounting standards, or interpretations that are effective for the year ended 31 December 2025 that have a material impact on the Company's financial statements.
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Exemption from preparing consolidated financial statements
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The Company is itself a subsidiary company and is exempt from the requirement to prepare group financial statements by virtue of section 401 of the Companies Act 2006. The Company is an indirectly wholly owned subsidiary of Covivio Hotels S.C.A. and is included in the consolidated financial statements of Covivio Hotels S.C.A., which are publicly available. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
Throughout the year ended 31 December 2025 and to the date the financial statements were approved and authorised for issue by the board, the Company was a member of the Covivio Hotels S.C.A. headed by Covivio. The directors have prepared the Company's financial statements on a going concern basis on the grounds that current and future sources of income, alongside a written letter of support from Covivio Hotels S.C.A., will be adequate to meet the Company's needs for a period at least 12 months from the date of approval of these financial statements.
Income from fixed asset investments is recognised when the shareholders right to receive payment has been established.
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.
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Current and deferred taxation
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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. As a Real Estate Investment Trust ("REIT"), tax is not payable on the income and gains generated in the tax-exempt property business.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation (continued)
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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.
Covivio Group falls under the scope of the OECD Pillar Two legislation, which is also enacted in France and is expected to be enacted in the near future in the jurisdictions where the Group operations.
The Company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the United Kingdom the jurisdiction in which the entity is incorporated and is effective from 1 January 2024.
Under the legislation, the Group is liable to pay a top-up tax in the UK for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The Company's profits arise within the UK tax jurisdiction and are taxed at 25% therefore no top-up tax is applicable.
The Company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
(i) Recognition and initial measurement
Trade receivables issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.9 Financial instruments (continued)
(ii) Classification and subsequent measurement
Financial assets
(a) Classification
On initial recognition, a financial asset is classified as measured at amortised cost, Fair Value through Other Comprehensive Income ("FVOCI") or Fair Value Through Profit and Loss ("FVTPL").
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
∙it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
∙its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.
Investments in subsidiaries
Investments in subsidiaries are carried at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
(b) Subsequent measurement and gains and losses
Financial assets at amortised cost - These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.9 Financial instruments (continued)
Financial liabilities and equity
Financial instruments issued by the Company are treated as equity only to the extent that they meet
the following two conditions:
∙they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and
∙where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL, are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
(iii) Impairment
The Company recognises loss allowances for expected credit losses ("ECLs") on financial assets measured at amortised cost.
The Company measures loss allowances at an amount equal to lifetime ECL, except for bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition which are measured as 12-months ECL.
Loss allowances for trade receivables that do not contain a significant financing component are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
2.9 Financial instruments (continued)
(iii) Impairment (continued)
12-months ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Write-offs
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that
there is no realistic prospect of recovery.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company's accounting policies, which are described in note 2 above, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of uncertainty at the reporting date, that have a potential risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment of investment
The directors are required to consider whether any of the Company's assets are impaired. When conducting an impairment review, the directors use a discounted cash flow model which requires them to estimate the future cash inflows of the Company as well as suitable discount rates. The carrying amount of investments at the reporting date is £536,195,000 (2024: £436,069,000).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty (continued)
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Corporation tax and deferred tax
The calculation of the Company's tax charge necessarily involves a degree of estimation and judgement in respect of certain items. In calculating the Company's tax charge, there are inherent assumptions made around assets which qualify for capital allowances as well as the level of expenses which are disallowable for corporation tax purposes.
Further judgement is required in relation to any deferred tax assets which may arise as the recoverability of these assets is reliant on future taxable profits. Deferred tax liabilities are calculated based on the Company's expectations regarding the manner and timing of the recovery of the related assets. The carrying amount of deferred tax assets at the reporting date is £Nil (2024: £Nil).
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During the year, the Company obtained the following services from the Company's auditor:
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Period from 5 October 2023 to
31 December
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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The Company had no employees during the year ended 31 December 2025 (period ended 31 December 2024: Nil).
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The directors received no remuneration in respect of services to the Company during the year ended 31 December 2025 (period ended 31 December 2024: £Nil).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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Period from 5 October 2023 to
31 December
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Intercompany interest payable
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Period from 5 October 2023 to
31 December
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Taxation on loss on ordinary activities
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
8.Tax on loss (continued)
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Factors affecting tax credit for the year/period
The tax assessed for the year/period is higher than (2024: higher than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:
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Period from 5 October 2023 to
31 December
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
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Impact of Corporate Interest Restriction
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Exempt ABGH distributions
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Income not taxable for tax purposes
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Expenses not deductible for tax purposes
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Total tax credit for the year/period
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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Reversal of impairment losses
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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On 19 December 2025, the Company acquired 3,000,000 Ordinary share capital in Blythswood Square Hotel Glasgow Limited with a nominal value of £1.00 for a total cash consideration of £3,000,000.
On 19 December 2025, the Company acquired 800,000,000 Ordinary share capital in Grand Central Hotel Company Limited with a nominal value of £1.00 for a total cash consideration of £8,000,000.
On 19 December 2025, the Company acquired 81,000,000 Ordinary share capital in Lagonda Russell PropCo Limited with a nominal value of £1.00 for a total cash consideration of £81,000,000.
On 19 December 2025, the Company acquired 43,000,000 Ordinary share capital in Roxburghe Investments PropCo Limited with a nominal value of £1.00 for a total cash consideration of £43,000,000.
In accordance with IAS 36 at each reporting date the Company assesses if there is any indication that its investment in its subsidiary is impaired. During the year, a reduction in the net equity of Lagonda Russell PropCo Limited and Grand Central Hotel Company Limited indicated that the recoverable amount of its investment in the subsidiary undertaking was lower than its carrying amount. As a result, the Company has recorded an impairment charge of £36,968,000 in the profit and loss account for Lagonda Russell PropCo Limited and an impairment charge of £4,006,000 in the profit and loss account for Grand Central Hotel Company Limited. The Company has also recorded an impairment reversal of £1,100,000 in the profit and loss account for Oxford Spires Hotel Limited, a impairment reversal of £4,400,000 in the profit and loss account for George Hotel Investments Limited and a impairment reversal of £600,000 in the profit and loss account for Oxford Thames Limited.
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The following were subsidiary undertakings of the Company:
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Blythswood Square Hotel Glasgow Limited
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5 South Charlotte Street, Edinburgh, EH2 4AN
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George Hotel Investments Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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Grand Central Hotel Company Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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Lagonda Palace PropCo Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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Lagonda Russell PropCo Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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Oxford Spires Hotel Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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Roxburghe Investments PropCo Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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The St David's Hotel Cardiff Limited
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Gorse Stacks House, George Street, Chester, CH1 3EQ
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings - group relief
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Amounts owed by group undertakings - group relief are unsecured, interest free and repayable on demand.
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, incur interest of SONIA – 0.20% (“Sterling Overnight Index Average”) and are repayable on demand.
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Allotted, called up and fully paid
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134,999,874 (2024: 119) Ordinary shares of £1.00 each
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On 19 December 2025, the Company issued 134,999,755 Ordinary shares with a nominal value of £1.00 for a total cash consideration of £135,000,000.
The share capital of the Company consists only of fully paid ordinary shares with a nominal value of £1.00 each per share.
There is a single class of Ordinary shares. There are no restrictions on dividends and the repayment of capital.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's capital and reserves are as follows:
Called up share capital
Called up share capital represents the nominal value of shares issued.
Share premium account
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Profit and loss account
The profit and loss account represents cumulative profits, losses and total other comprehensive income made by the Company, including distributions to, and contributions from, the parent company.
There have been no significant events affecting the Company since the reporting date.
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Ultimate controlling party
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The shareholders of the Company with equal control are Rocky I, Rocky II, Rocky III, Rocky IV, Rocky V, Rocky VI, Rocky VII, Rocky VIII, Rocky IX, Rocky X and Rocky XI. The shareholders are wholly owned by Covivio Hotels S.C.A. and are registered in France. The ultimate parent company and controlling party is Covivio, an entity incorporated in France.
The largest group in which the results of the Company are consolidated is that headed by Covivio. The smallest group in which the results of the Company are consolidated is that headed by Covivio Hotels S.C.A. The consolidated financial statements of these groups are available to the public and may be obtained from 10 rue de Madrid, 75008 Paris, France.
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