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Registered number: 14063351 WOTTON HOUSE PROPERTIES OPCO LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
WOTTON HOUSE PROPERTIES OPCO LIMITED
COMPANY INFORMATION
Directors | S Le Compasseur Crequi Montfort De Courtivron
| T J M B Millet-Taunay
Registered number | 14063351
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
WOTTON HOUSE PROPERTIES OPCO 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 - 22
WOTTON HOUSE PROPERTIES OPCO LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the audited financial statements of Wotton House Properties OpCo 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 the operation of a hotel.
Results and dividends
The loss for the year, after taxation, amounted to £942,000 (2024: loss £1,261,000). 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:
T J M B Millet-Taunay
S Le Compasseur Crequi Montfort De Courtivron
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.
Directors' responsibilities statement
The directors are responsible for preparing 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 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 unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; and ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. Page 1
WOTTON HOUSE PROPERTIES OPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Directors' responsibilities statement (continued) 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.
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.
Subsequent events
There have been no significant events affecting the Company since the reporting date.
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.
Auditor
The auditor, Frazier & Deeter (UK Audit) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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:
T J M B Millet-Taunay Directors
Date: 30 June 2026
Page 2
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WOTTON HOUSE PROPERTIES OPCO LIMITED
Opinion
We have audited the financial statements of Wotton House Properties OpCo 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 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 WOTTON HOUSE PROPERTIES OPCO LIMITED (CONTINUED)
Directors’ report
The directors 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the 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 WOTTON HOUSE PROPERTIES OPCO 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 WOTTON HOUSE PROPERTIES OPCO 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
WOTTON HOUSE PROPERTIES OPCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Turnover | 4 | 8,609 | 8,047
Cost of sales |  | (1,922) | (1,836)
Gross profit |  | 6,687 | 6,211
Administrative expenses |  | (7,837) | (7,688)
Operating loss | 5 | (1,150) | (1,477)
Interest payable and similar expenses | 9 | (72) | (65)
Loss before tax |  | (1,222) | (1,542)
Tax on loss | 10 | 280 | 281
Loss for the financial year |  | (942) | (1,261)
All results above derive from continuing operations. There was no other comprehensive income for 2025 (2024: £Nil).
The notes on pages 10 to 22 form part of these financial statements.
Page 7
WOTTON HOUSE PROPERTIES OPCO LIMITED REGISTERED NUMBER:14063351
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Current assets |  |  |  |  |
Stocks | 11 | 62 |  | 74 |
Debtors: amounts falling due within one year | 12 | 2,153 |  | 2,179 |
Cash and cash equivalents |  | 449 |  | 522 |
|  | 2,664 |  | 2,775 |
Creditors: amounts falling due within one year | 13 | (6,122) |  | (5,292) |
Net current liabilities |  |  | (3,458) |  | (2,517)
Total assets less current liabilities |  |  | (3,458) |  | (2,517)
Deferred taxation | 14 |  | (44) |  | (43)
Net liabilities |  |  | (3,502) |  | (2,560)
Capital and reserves |  |  |  |  |
Called up share capital | 15,16 |  | 1 |  | 1
Profit and loss account | 16 |  | (3,503) |  | (2,561)
Shareholder’s deficit |  |  | (3,502) |  | (2,560)
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:
T J M B Millet-Taunay
Directors
Date: 30 June 2026
The notes on pages 10 to 22 form part of these financial statements. Page 8
WOTTON HOUSE PROPERTIES OPCO LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Shareholder's deficit
| £000 | £000 | £000
At 1 January 2024 | 1 | (1,300) | (1,299)
Comprehensive expense for the year |  |  |
Loss for the year | - | (1,261) | (1,261)
At 1 January 2025 | 1 | (2,561) | (2,560)
Comprehensive expense for the year |  |  |
Loss for the year | - | (942) | (942)
At 31 December 2025 | 1 | (3,503) | (3,502)
| The notes on pages 10 to 22 form part of these financial statements.
Page 9
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Wotton House Properties OpCo Limited ("the Company") is a private company limited by shares, incorporated, domiciled and registered in England and Wales. The registered number is 14063351 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 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:
| 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; ∙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 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
WOTTON HOUSE PROPERTIES OPCO 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 is 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 | Turnover
Turnover is recognised at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, stated net of discounts, returns and value added taxes. Turnover is primarily derived from hotel operations. The Company's performance obligation is to provide accommodation and other goods and services to guests. Turnover includes rooms turnover-and food and beverage sales, which are recognised when the rooms are occupied and food and beverages are sold. Guest deposits received in advance of hotel stays are recorded as deferred income on the Statement of financial position. They are recognised as turnover along with any balancing payment from the guest when the associated stay occurs, or are returned to the customer in the event of a cancellation.
| 2.6 | 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 11
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | Leases
The Company as a lessee The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee and has the right to direct how and for what purpose the asset is used throughout the period of the lease, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. The Company had entered into short-term and low value leases during the prior period. The Company recognises lease payments as an operating expense for properties that they don’t have the right to direct how and for what purpose the asset is used for throughout the period of the lease.
| 2.8 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
| 2.9 | Taxation
The tax expense for the year comprises current and deferred 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. 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. Page 12
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Taxation (continued)
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 operates. 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.
| 2.10 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.11 | 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. Page 13
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) 2.11 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. 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 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. Page 14
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued) 2.11 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 other debt securities and 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. Page 15
WOTTON HOUSE PROPERTIES OPCO 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) 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.
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. Taxation 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. Page 16
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Judgements in applying accounting policies (continued) Further judgement is required in relation to any deferred tax (liabilities)/assets which may arise as the recoverability of these assets is reliant on future taxable profits. Deferred tax (liabilities)/assets 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 liabilities at the reporting date is £44,000 (2024: £43,000). IFRS 16 The directors have assessed the IFRS 16 treatment of the property in use by the Company for which it pays rent to Wotton House Properties Limited. The directors have concluded that the Company does not have the right to direct how and for what purpose the asset is used throughout the period of use. Hence, the property contract is not in scope of IFRS 16 Leases and lease payments are recognised as an expense.
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
| Hotel operations | 8,609 | 8,047
5. | Operating loss
| The operating loss is stated after charging/(crediting):
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Operating lease expense outside scope of IFRS 16 | 2,151 | 2,012
| Short-term and low value lease expense | (6) | 58
| Impairment of trade debtors | (2) | (2)
| Stock recognised as an expense | 49 | 46
6. | 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 | 26 | 25
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WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Employees
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Wages and salaries | 3,610 | 3,431
| Social security costs | 291 | 209
| Contributions to defined contribution plans | 51 | 43
|  | 3,952 | 3,683
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 5 | 5
|  | Operations | 51 | 47
|  | Sales | 8 | 7
|  | Maintenance | 4 | 4
|  |  | 68 | 63
8. | Directors’ emoluments
| The directors received no remuneration in respect of services to the Company during the year (2024: £Nil).
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Other interest payable | 72 | 65
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WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Tax on loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Group relief receivable | (281) | (422)
| Total current tax | (281) | (422)
| Deferred tax |  |
| Origination and reversal of timing differences | 1 | 141
| Total deferred tax | 1 | 141
| Taxation on loss on ordinary activities | (280) | (281)
| 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 | (1,222) | (1,542)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | (306) | (386)
| Effects of: |  |
| Impact of corporate interest restriction | 18 | -
| Expenses not deductible for tax purposes | 8 | 7
| Movement in deferred tax not recognised | - | 98
| Total tax credit for the year | (280) | (281)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 19
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Goods for resale | 62 | 74
12. | Debtors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 93 | 77
| Amounts owed by group undertakings - group relief | 732 | 696
| Amounts owed by group undertakings | 1,057 | 853
| Other debtors | 152 | 445
| Tax recoverable | - | 29
| Prepayments | 119 | 79
|  | 2,153 | 2,179
| Trade debtors are stated net of expected credit losses of £2,000 (2024: £2,000). Amounts owed by group undertakings - group relief are interest free, unsecured and repayable on demand. Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
13. | Creditors: amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade creditors | 146 | 148
| Amounts owed to group undertakings | 4,301 | 3,258
| Other taxation and social security | 34 | 168
| Other creditors | 45 | 283
| Accruals and deferred income | 1,596 | 1,435
|  | 6,122 | 5,292
| Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.
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WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Deferred taxation
|  | 2025
|  | £000
| At beginning of year | (43)
| Charged to profit or loss | (1)
| At end of year | (44)
| The deferred tax liability is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fixed asset timing differences | (44) | (43)
15. | Called up share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024: 1,000) Ordinary shares of £1.00 each | 1 | 1
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
16. | 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.
17. | Pension commitments
The Company operates a defined contribution scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge for the year amounts to £51,000 (2024: £43,000). The amount payable at the reporting date was £Nil (2024: £Nil). Page 21
WOTTON HOUSE PROPERTIES OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Not later than 1 year | 3 | 3
| Later than 1 year and not later than 5 years | 8 | 12
|  | 11 | 15
| Amounts exclude operating lease expenses outside the scope of IFRS 16 as the lease has no fixed payment and is based off a percentage of turnover.
19. | Subsequent events
There have been no significant events affecting the Company since the reporting date.
20. | Ultimate controlling party
The immediate parent entity of the Company is Constance Lux 2 S.à.r.l., an entity registered in Luxembourg. 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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