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Registered number: 11395373 ROXBURGHE INVESTMENTS PROPCO LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
ROXBURGHE INVESTMENTS PROPCO LIMITED
COMPANY INFORMATION
Directors | P Bour
| S Gautier
Registered number | 11395373
Registered office | Gorse Stacks House
| George Street
| Chester
| CH1 3EQ
Independent auditor | Frazier & Deeter (UK Audit) LLP
| Level 32 A, Tower 42
| 25 Old Broad Street
| London
| EC2N 1HQ
Banker | BNP Paribas, London Branch
| 10 Harewood Avenue
| London
| NW1 6AA
ROXBURGHE INVESTMENTS PROPCO LIMITED
CONTENTS
| Page
Directors' report | 1 - 2
Independent auditor's report | 3 - 6
Statement of comprehensive income | 7
Statement of financial position | 8
Statement of changes in equity | 9
Notes to the financial statements | 10 - 24
ROXBURGHE INVESTMENTS PROPCO LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the audited financial statements of Roxburghe Investments PropCo Limited ("the Company") for the year ended 31 December 2025. The Company has taken the exemption available under the Companies Act 2006 section 414B to not prepare a Strategic report on the basis that it qualifies as a small company.
Principal activity
The principal activity of the Company during the year was that of property investment.
Results and dividends
The loss for the year, after taxation, amounted to £1,246,000 (2024: £1,705,000). No dividends were declared or paid during the current financial year (2024: £Nil).
Directors
The directors who served during the year, and up to the date of signing this report, were:
P Bour
S Gautier
Directors' responsibilities statement
The directors are responsible for preparing the Directors' report and the financial statements of the Company in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements of the Company for each financial year. Under that law the directors have elected to prepare the financial statements of the Company in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements of the Company unless they are satisfied that they give a true and fair view of the state of affairs and of the profit or loss of the Company for that period. In preparing these financial statements of the Company, 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 of the Company 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
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. Page 1
ROXBURGHE INVESTMENTS PROPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Going concern
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.
Auditor
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
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Subsequent events
There have been no significant events affecting the Company since the reporting date.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf by:
P Bour Director
Date: 30 June 2026
Page 2
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROXBURGHE INVESTMENTS PROPCO LIMITED
Opinion
We have audited the financial statements of Roxburghe Investments PropCo Limited (the ''Company'') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, Statement of financial position, 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 FRS 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.
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.
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 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. Page 3
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROXBURGHE INVESTMENTS PROPCO LIMITED (CONTINUED)
Directors' report
The director are responsible for the Directors’ report contained within the Annual report. Our opinion on the financial statements does not cover this report 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 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 Directors’ report, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' report 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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; 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' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report. We have nothing to report in these respects.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 4
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROXBURGHE INVESTMENTS PROPCO LIMITED (CONTINUED)
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: 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 is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report. Page 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROXBURGHE INVESTMENTS PROPCO LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 Page 6
ROXBURGHE INVESTMENTS PROPCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Turnover | 4 | 4,357 | 4,214
Gross profit |  | 4,357 | 4,214
Administrative expenses |  | (3,346) | (3,280)
Other operating income | 5 | 138 | -
Operating profit | 6 | 1,149 | 934
Interest receivable and similar income | 10 | 18 | -
Interest payable and similar expenses | 11 | (2,410) | (2,461)
Loss before tax |  | (1,243) | (1,527)
Tax on loss | 12 | (3) | (178)
Loss for the financial year |  | (1,246) | (1,705)
All results above derive from continuing operations.
There was no other comprehensive income for 2025 (2024: £Nil).
The notes on pages 10 to 24 form part of these financial statements.
Page 7
ROXBURGHE INVESTMENTS PROPCO LIMITED REGISTERED NUMBER:11395373
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Investment property | 13 |  | 68,191 |  | 71,210
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 3,683 |  | 4,404 |
Cash and cash equivalents |  | 5 |  | 7 |
|  | 3,688 |  | 4,411 |
Creditors: amounts falling due within one year | 15 | (1,329) |  | (3,825) |
Net current assets |  |  | 2,359 |  | 586
Total assets less current liabilities |  |  | 70,550 |  | 71,796
Creditors: amounts falling due after more than one year | 16 |  | (37,056) |  | (80,056)
Net assets/(liabilities) |  |  | 33,494 |  | (8,260)
Capital and reserves |  |  |  |  |
Called up share capital | 18,19 |  | 53,583 |  | 10,583
Profit and loss account | 19 |  | (20,089) |  | (18,843)
Shareholder's funds/(deficit) |  |  | 33,494 |  | (8,260)
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
P Bour
Director
Date: 30 June 2026
The notes on pages 10 to 24 form part of these financial statements.
Page 8
ROXBURGHE INVESTMENTS PROPCO LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Shareholder's (deficit)/funds
| £000 | £000 | £000
At 1 January 2024 | 10,583 | (17,138) | (6,555)
Comprehensive expense for the year |  |  |
Loss for the year | - | (1,705) | (1,705)
At 1 January 2025 | 10,583 | (18,843) | (8,260)
Comprehensive expense for the year |  |  |
Loss for the year | - | (1,246) | (1,246)
Contributions by and distributions to owners |  |  |
Shares issued during the year (note 18) | 43,000 | - | 43,000
At 31 December 2025 | 53,583 | (20,089) | 33,494
| The notes on pages 10 to 24 form part of these financial statements.
Page 9
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Roxburghe Investments PropCo Limited ("the Company") is a private company limited by shares, incorporated, domiciled and registered in England and Wales. The registered number is 11395373 and the registered address is Gorse Stacks House, George Street, Chester, CH1 3EQ. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 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 following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
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 requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers ∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total ∙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; - paragraphs 76 and 79(d) of IAS 40 Investment Property; and ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙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 paragraph 88C and 88D of IAS 12 Income Taxes. Page 10
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions (continued)
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.
| 2.3 | Impact of new international reporting standards, amendments and interpretations
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. This amendment to 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.
| 2.4 | Going concern
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.
| 2.5 | Foreign currency translation
Functional and presentation currency 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. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Page 11
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation (continued)
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.6 | Turnover
Turnover is recognised in line with IFRS 16 lessor accounting (note 2.7). All turnover arises in the United Kingdom and comprises rental income.
| 2.7 | Leases
The Company as a lessor Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. When the Company is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease. When a contract includes lease and non-lease components, the Company applies IFRS 15 to allocate the consideration under the contract to each component. The Company applies, the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Company further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. The Company recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'turnover'.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 12
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current tax. 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. 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.
| 2.11 | Investment property
An investment property is a property that is held either to earn rental income or for capital appreciation or for both. An investment property is stated at cost less accumulated depreciation on a straight line basis over its expected useful life of 10 - 60 years. Page 13
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments
(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. (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. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Page 14
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
(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. 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 ("ECL"s) 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 debtors that do not contain a significant financing component are always measured at an amount equal to lifetime ECL. Page 15
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) 2.11 Financial instruments (continued) (iii) Impairment (continued) 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. 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.
| 2.13 | Impairment of non-financial assets
The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit"). Page 16
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) 2.13 Impairment of non-financial assets (continued) An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
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 non-financial assets As discussed in note 2.13, 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 the directors to estimate the future cash inflows of the Company as well as suitable discount rates. The carrying amount of investment properties at the reporting date is £68,191,000 (2024: £71,210,000). Classification of leases as a lessor In determining whether leases are classified as operating leases or finance leases the directors make judgements as to whether (i) the lease term is for the major part of the economic life of the asset even if title is not transferred; and (ii) at the inception of the lease the present value of the minimum lease payments amounts to at least substantially all of the fair value of the leased asset. Page 17
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty (continued)
Corporation 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.
4. | Turnover
| An analysis of the Company's turnover, all of which arose in the UK and relates to continuing operations and a single business segment, is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Rental income (note 17) | 4,357 | 4,214
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other operating income | 138 | -
| Exceptional income of £138,000 (2024: £Nil) has been recognised in the year in respect of a refund of Stamp Duty Land Tax (SDLT) relating to a commercial property lease. In previous periods, the SDLT liability was determined based on management’s estimate of the expected liability over a five-year period. Following the expiry of this period, the liability has been reassessed based on actual outcomes, resulting in a reduction in the previously recognised amounts and a corresponding refund. The resulting credit has been recognised in the statement of profit or loss in the current year. Due to its size and non-recurring nature, this income has been presented as exceptional.
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Depreciation - owned assets | 3,019 | 3,028
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ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 5 | 5
8. | Employees
| The Company had no employees during the year (2024: None).
9. | Directors' emoluments
| The directors did not receive any remuneration for their services to the Company during the year (2024: £Nil).
10. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Interest receivable from group companies | 18 | -
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Intercompany interest payable | 2,410 | 2,461
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ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Tax on loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Group taxation relief | 3 | 178
| Total current tax | 3 | 178
| Taxation on loss on ordinary activities | 3 | 178
| Factors affecting tax charge for the year The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Loss on ordinary activities before tax | (1,243) | (1,527)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | (311) | (382)
| Effects of: |  |
| Fixed asset differences | 703 | -
| Movement in deferred tax not recognised | (29) | -
| Impact of Corporate Interest Restriction | - | 188
| Profits generated in the tax-exempt property business | (360) | 372
| Total tax charge for the year | 3 | 178
Factors that may affect future tax charges On 1 January 2024, the Company joined the REIT regime. Tax is not payable on the income and gains generated in the tax-exempt property business. There were no other factors that may affect future tax charges. Page 20
ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Investment property
|  | Long-term leasehold investment property
|  | £000
| Cost |
| At 1 January 2025 | 90,662
| At 31 December 2025 | 90,662
| Depreciation |
| At 1 January 2025 | 19,452
| Charge for the year | 3,019
| At 31 December 2025 | 22,471
| Net book value |
| At 31 December 2025 | 68,191
| At 31 December 2024 | 71,210
| The investment property is valued at cost less accumulated depreciation. The fair value of the investment property as at the reporting date is £91,400,000 (2024: £86,100,000). It was determined by external, independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued.
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ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | - | 897
| Amounts owed by group undertakings - group relief | 138 | -
| Other debtors | 3,545 | 3,299
| Prepayments and accrued income | - | 208
|  | 3,683 | 4,404
| Amounts owed by group undertakings - group relief are unsecured, interest free and repayable on demand.
15. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade creditors | 7 | 2
| Amounts owed to group undertakings | 900 | 2,877
| Amounts owed to group undertakings - group relief | 319 | 177
| Accruals and deferred income | 103 | 769
|  | 1,329 | 3,825
| Amounts owed to group undertakings are unsecured, incur interest of SONIA – 0.20% (“Sterling Overnight Index Average”) and are repayable on demand. Amounts owed to group undertakings - group relief are unsecured, interest free and repayable on demand.
16. | Creditors: amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Amounts owed to group undertakings - shareholder's loan | 37,056 | 80,056
| Amounts owed to group undertakings – the shareholder’s loan is unsecured, bears interest at a rate of 3.018% (2024: 3.018%) until 19 December 2025, and 5.64% thereafter, and has a maturity date of 19 December 2030.
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ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Leases
| Company as a lessor
| Operating leases The Company sub-leases the leasehold investment property in note 13 which is classified as an operating lease. This is because there is no significant transfer of the risks and rewards of ownership to the lessee and the lease term is significantly less than the economic life of the head lease. During the year, £4,357,000 (2024: £4,214,000) was recognised as rental and other operating income by the Company and was included as turnover in profit or loss.
| Operating leases under IFRS 16
| The following table summarises the undiscounted lease payments receivable after the reporting date.
|  |  |  | 2025 | 2024
|  |  |  | £000 | £000
| Not later than one year | 3,440 | 2,991
| Between one and two years | 3,440 | 3,440
| Between two and three years | 3,440 | 3,440
| Between three and four years | 3,440 | 3,440
| Between four and five years | 3,440 | 3,440
| Later than five years | 44,720 | 48,160
| Total undiscounted lease payments receivable | 61,920 | 64,911
18. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 53,583,335 (2024: 10,583,335) Ordinary share(s) of £1.00 each | 53,583 | 10,583
| 43,000,000 shares were issued during the year on 19 December 2025 for £1 each. There is a single class of Ordinary shares. There are no restrictions on dividends and the repayment of capital.
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ROXBURGHE INVESTMENTS PROPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Capital and reserves
Called up share capital Called up share capital represents the nominal value of shares issued. 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.
20. | Subsequent events
There have been no significant events affecting the Company since the reporting date.
21. | Ultimate controlling party
The immediate parent entity of the Company is Rocky Covivio Limited, an entity registered in England and Wales. 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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