ACCOUNTS - Final Accounts

Analysis of the maturity of loans is given below:

Registered number: 05474067

OB CAPITAL LTD

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

OB CAPITAL LTD

Company Information

Directors	Florian Hacquard (appointed 28 March 2025)
	Jean-Thomas Lopez (appointed 28 March 2025)
	Alex Shamash (resigned 23 October 2025)
	Lara Shamash (resigned 23 October 2025)
	Jaume Tapies (resigned 27 March 2025)
	Liza Masias (resigned 27 March 2025)
	Ivan Cukon (appointed 23 October 2025)
	Olen Pottier (appointed 23 October 2025)


Registered number	05474067


Registered office	15 Old Bailey
	London
	EC4M 7EF


Independent auditor	PricewaterhouseCoopers LLP
	7 More London Riverside
	London
	SE1 2RT

OB CAPITAL LTD

Registered number: 05474067

Balance sheet

As at 31 December 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	4		73,283,348		74,751,868
			73,283,348		74,751,868
Current assets
Stocks		33,498		32,488
Debtors: amounts falling due within one year	5	399,997		424,053
Cash at bank and in hand	6	2,317,308		745,720
		2,750,803		1,202,261
Creditors: amounts falling due within one year	7	(14,967,120)		(55,502,153)
Net current liabilities			(12,216,317)		(54,299,892)
Total assets less current liabilities			61,067,031		20,451,976
Creditors: amounts falling due after more than one year	8		(47,567,337)		-
Provisions for liabilities
Deferred tax	10	(3,194,420)		(5,175,727)
			(3,194,420)		(5,175,727)
Net assets			10,305,274		15,276,249

Capital and reserves
Called up share capital	11	3	3
Revaluation reserve	12	4,550,284	17,925,129
Other reserves	12	1	-
Profit and loss account	12	5,754,986	(2,648,883)
		10,305,274	15,276,249

Page 1

OB CAPITAL LTD

Registered number: 05474067

Balance sheet (continued)

As at 31 December 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements on pages 1 to 20 were approved by the Board of Directors on 26 June 2026 and signed on its behalf by:

Florian Hacquard

Director

The notes on pages 5 to 20 form part of these financial statements.

Page 2


		OB CAPITAL LTD

Statement of changes in equity

For the Year Ended 31 December 2025

	Called up share capital	Share premium account	Revaluation reserve	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2025	3	-	17,925,129	-	(2,648,883)	15,276,249
Comprehensive income/(expense) for the year
Loss for the year	-	-	-	-	(4,370,107)	(4,370,107)
Other Comprehensive income for the year	-	-	625,155	-	-	625,155
Total comprehensive income/(expense) for the year	-	-	625,155	-	(4,370,107)	(3,744,952)
Contributions by and distributions to owners
Share allotment	1	13,999,999	(14,000,000)	-	-	-
Share premium reduction	-	(13,999,999)	-	-	13,999,999	-
Share repurchase and cancellation	(1)	-	-	1	(1,226,023)	(1,226,023)
Total transactions with owners	-	-	(14,000,000)	1	12,773,976	(1,226,023)
At 31 December 2025	3	-	4,550,284	1	5,754,986	10,305,274

The notes on pages 5 to 20 form part of these financial statements.

Page 3

OB CAPITAL LTD

Statement of changes in equity

For the Year Ended 31 December 2024

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	3	18,953,610	1,221,396	20,175,009
Comprehensive expense for the year
Loss for the year	-	-	(3,870,279)	(3,870,279)
Other Comprehensive expense for the year	-	(1,028,481)	-	(1,028,481)
At 31 December 2024	3	17,925,129	(2,648,883)	15,276,249

The notes on pages 5 to 20 form part of these financial statements.

Page 4

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

1.	General information

The Company is a private company limited by shares, registered in England and Wales and incorporated in the United Kingdom. The registered office address is 15 Old Bailey, London, England, EC4M 7EF and the registered Company number is 05474067.

The financial statements are prepared in pounds sterling (GBP), which is the functional currency of the Company, and presented to the nearest £1.

The directors of OB Capital Ltd hereby declare that the financial statements for the year ended 31 December 2025 comply with the requirements of Financial Reporting Standard 102 (FRS 102), the Financial Reporting Standard applicable in the UK and Republic of Ireland, and have been prepared on a going concern basis.

2.Significant accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention with the exception of financial assets held at fair value under the revaluation model and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

We have taken advantage of the small Companies exemption in relation to the Directors' report under s415A of the Companies Act 2006. This exemption allows us to omit the following disclosures from the Directors' report:

∙Business review

∙Dividends paid

We believe that the omission of these disclosures will not have a material impact on the overall understanding of the company's financial performance and position.

In accordance with Section 1A of Financial Reporting Standard 102 (FRS 102), we have taken advantage of the small companies exemption to exclude a cash flow statement.

The company believes that the exemption from preparing a cash flow statement is appropriate in the circumstances and that the information disclosed in the notes to the financial statements is sufficient to meet the requirements of FRS 102 1A.

The following principal accounting policies have been applied:

Page 5

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.2

Key accounting estimates and judgements

In the application of the Company's accounting policies that are set out in note 2, 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 the future periods if the revision affects both current and future periods.

No critical accounting judgements have been made in the preparation of these financial statements.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial period, are discussed below.

Revaluation of freehold property

The fair value of the Company's freehold property is a key source of estimation uncertainty; however, in accordance with the accounting policy of the Company, freehold property is revalued at each reporting date by CBRE Limited (2024: CBRE Limited) as third-party specialists. Market value is defined as the estimated amount for which a property should exchange on the date of valuation between willing buyer and seller in arm's length transaction without compulsion. The Company considers the use of professional external valuers, in accordance with the latest RICS Valuation Standards in the United Kingdom, sufficient to reduce but not eliminate the uncertainty. Refer to note 4 for further information.

Page 6

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.3

Going concern

The directors have assessed the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.

As at 31 December 2025, the Company had net assets of £10.3 million (2024: £15.3 million) and net current liabilities of £12.2 million (2024: £54.3 million). The results for the year reflect the continued operational ramp-up of The Old Bailey Hotel following its repositioning and opening in September 2024, together with the financing and operating costs associated with the establishment of trading operations. In assessing the Company's future performance, the directors have taken into account the seasonal nature of the hospitality sector, including the typically lower trading levels experienced during the first quarter of the calendar year.

Financing structure

During the year, the Company successfully completed the refinancing of its existing indebtedness, replacing the former OakNorth Bank facility with a new senior financing package maturing in November 2027. The refinancing resulted in the full repayment of the previous facility and the replacement of the covenant framework that existed under the former financing arrangements.

The current financing structure includes a Loan-to-Value ("LTV") covenant and a Debt Yield covenant. Under the Debt Yield mechanism, any shortfall against the required threshold results in a cash trap arrangement rather than an event of default. The directors note that these provisions provide additional flexibility during the ongoing operational stabilisation of the Hotel whilst maintaining

appropriate lender protections.

The directors have considered compliance with the financing arrangements under both the base case and reasonably foreseeable downside scenarios prepared by management. Based on these forecasts, the directors are satisfied that the Company is expected to maintain sufficient liquidity throughout the going concern assessment period.

Shareholder support and available funding

The Company continues to benefit from the support of its ultimate shareholder, Boscalt Hospitality Fund SICAV-RAIF (the "Fund"). The Fund has provided a letter of financial support confirming its willingness to make available such financial resources as may be required to enable the Company to meet its obligations as they fall due for a period of at least twelve months from the date of approval of these financial statements.

The directors have assessed the financial capacity of the Fund to provide such support. As at 31 December 2025, the Fund had total investor commitments of approximately EUR 120.3 million, of which approximately EUR 89.9 million had been drawn, leaving approximately EUR 30.4 million of uncalled investor commitments available. Furthermore, in June 2026 the Fund successfully launched an additional capital call of approximately EUR 8.4 million, further enhancing its available liquidity resources.

In assessing the Fund's ability to provide support, the directors have considered the Fund's available liquidity resources, uncalled commitments, recent capital raising activity and current investment pipeline. Based on this assessment, the directors are satisfied that the Fund has sufficient financial capacity to provide the level of support contemplated by the support letter.

Page 7

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.3

Going concern (continued)

Forecasts and sensitivity analysis

The directors have prepared detailed cash flow forecasts extending beyond the minimum going concern assessment period to December 2027. The forecasts incorporate expected trading performance, debt service requirements, covenant compliance, working capital requirements and anticipated operational expenditure.

In assessing the Company's ability to continue as a going concern, the directors have considered both a base case forecast and reasonably possible downside scenarios. The downside analysis includes sensitivities applied to key operating assumptions, including occupancy levels, average daily rates, food and beverage revenues and operating costs.

Whilst the downside scenarios reduce forecast liquidity headroom, the directors note that a number of mitigating actions remain available, including the continued availability of shareholder support, management of discretionary expenditure and the operational flexibility available to the business.

Debt maturity and strategic options

The directors have also considered the senior debt facility maturity scheduled for November 2027. Whilst this maturity falls outside the minimum going concern assessment period, it has been considered as part of the directors' broader assessment of the Company's financial position and liquidity outlook.

In performing this assessment, the directors have considered the quality of the underlying hotel asset, the continued operational stabilization of the business, the forecast improvement in trading performance and the significant value of the underlying asset relative to the outstanding debt balance.

An independent external valuation performed as at 31 December 2025 valued the underlying hotel asset at approximately £70 million, significantly in excess of the outstanding senior debt balance. The directors consider that this substantial collateral coverage provides a strong financial position and supports access to a range of financing and strategic alternatives available to the Company.

Accordingly, the directors believe that there are realistic and achievable options available to address the debt maturity when it falls due. These may include refinancing, amendment or extension of existing financing arrangements, or other strategic alternatives available at that time.

Having considered the above, the directors do not consider the November 2027 debt maturity to give rise to a material uncertainty regarding the Company's ability to continue as a going concern.

Conclusion

Having considered the refinancing completed during the year, the available shareholder support, the financial capacity of the Fund, the forecast cash flows prepared by management, the results of the downside sensitivity analysis, the independent valuation of the underlying hotel asset and the strategic options available to address the November 2027 debt maturity, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future.

Page 8

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.3

Going concern (continued)

Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements and have concluded that no material uncertainty exists that may cast significant doubt upon the Company's ability to continue as a going concern.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services in the United Kingdom to customers during the year. Turnover in respect of accommodation is recognised overnight during each night the customer stays. Other sales, including restaurant and bar revenue, are recognised at the point of purchase by the customer.

2.5

Finance and Borrowing 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.

Borrowing costs specific to buildings under construction are capitalised within property, plant and equipment, while all other borrowing costs are recognised in profit or loss in the year incurred.

Page 9

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.6

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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.7

Current and deferred 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.

Deferred tax assets are recognised for tax losses carry forward, temporary differences and tax credits to the extent that realisation of the related tax benefit through future taxable profits is probable. This requires estimating the amount of future taxable profits and to apply judgement in assessing probability of actually achieving the forecasted levels.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet 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 balance sheet 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 is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.8

Tangible fixed assets

Tangible assets other than freehold property are held under the cost model, and stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 10

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.8

Tangible fixed assets (continued)

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	2%
Plant & machinery	-	25%
Fixtures & fittings	-	25%
Computer equipment	-	25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.9

Revaluation of tangible fixed assets

Individual freehold property and land is carried at fair value less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.

Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

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 first in, first out basis.

At each balance sheet 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

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 11

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.13

Provisions for liabilities

Provisions are made when an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risk and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

2.14

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Page 12

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

2.Significant accounting policies (continued)

2.14

Financial instruments (continued)

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Employees

The average monthly number of employees, excluding directors, during the year was 89 (2024 - 50).

Page 13

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

4.	Tangible fixed assets

	Freehold property	Plant & machinery	Fixtures & fittings	Computer equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	70,665,647	395,862	3,900,311	519,275	75,481,095
Additions	18,054	52,880	139,286	7,610	217,830
Disposals	(89,798)	(13,281)	(27,005)	-	(130,084)
Revaluations	653,541	-	-	-	653,541
At 31 December 2025	71,247,444	435,461	4,012,592	526,885	76,222,382
Depreciation
At 1 January 2025	265,647	32,994	385,965	44,621	729,227
Charge for the year	984,192	108,865	991,294	131,208	2,215,559
Disposals	(2,395)	(1,107)	(2,250)	-	(5,752)
At 31 December 2025	1,247,444	140,752	1,375,009	175,829	2,939,034
Net book value
At 31 December 2025	70,000,000	294,709	2,637,583	351,056	73,283,348
At 31 December 2024	70,400,000	362,868	3,514,346	474,654	74,751,868

The fair value has been provided by CBRE Limited, an external valuer, as defined in the current version of the RICS Valuation - Global Standards based on Fair Value (FRS 102 -Appendix to Section 2 - Fair value measurement). As at 31 December 2025, the Fair Value of the Freehold Property as a fully fitted and equipped operational entity having regard to trading potential, subject to the proposed management agreement is £70,000,000 (2024: £70,400,000).

During the year, interest of £nil (2024: £2,245,440) was capitalised.

Page 14

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

4.Tangible fixed assets (continued)

If the freehold property had not been included at valuation they would have been included under the historical cost convention as follows:
	2025	2024
	£	£


Cost	46,513,734	45,779,831
Accumulated depreciation	(1,163,110)	-
Net book value	45,350,624	45,779,831

Valuation methodology

The fair value gain of £653,541 (2024: loss of £1,401,128) is presented within other comprehensive income.

Valuations are based on what is determined to be the highest and best use. When determining the highest and best use a valuer will consider its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and likelihood of achieving and implementing this change in arriving at its valuation. Valuations take into account the structural condition buildings, planning permission and terms of any operating contracts. In the prior and current year, a discount cash flow (‘DCF’) approach was used. The inputs underlying the valuations include the forecast net operating income and running yield. Total operating revenue is mainly driven by Revenue per average room (RevPAR). Deductions are then made for anticipated costs, including an allowance for Furniture, fixtures and equipment reserve before arriving at net operating income.

These restrictions are factored into the property valuation by the external valuer. Key unobservable inputs to fair value measurement of the property were as follows:

∙Available units - 111 (2024: 111)

∙RevPAR - £193 to £250 (2024: £179 to £244)

∙Profit on Cost - N/A (2024: N/A)

∙Cost per sq ft - N/A (2024: N/A)

∙Discount rate - 7.75% (2024: 7.75%)

∙Exit yield - 5.75% (2024: 5.75%)

The estimated outstanding contractual payments in relation to the construction amounts to £nil at 31 December 2025 (2024: £135,000).

Page 15

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

Debtors

					2025	2024
					£	£


Trade debtors	12,044	90,144
Other debtors	203,645	265,588
Prepayments and accrued income	184,308	68,321
	399,997	424,053

6.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	2,317,308	745,720
	2,317,308	745,720

7.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans and overdrafts	746,971	38,919,788
Trade creditors	682,029	506,684
Amounts owed to group undertakings	12,312,821	14,980,217
Other taxation and social security	253,182	143,960
Other creditors	195,134	80,882
Accruals and deferred income	776,983	870,622
	14,967,120	55,502,153

The amounts due to related parties comprise of loans obtained from the shareholders. These loans have an interest rate of 2.5%-10%, they are unsecured and due for repayment at the discretion of the Company.

Page 16

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

8.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	47,567,337	-
	47,567,337	-

Amounts falling due within one year
Bank loans	746,971	38,919,788
	746,971	38,919,788
Amounts falling due between one and five years
Bank loans	47,567,337	-
	47,567,337	-


	48,314,308	38,919,788

During the year, the Company replaced its bank loan facility, which resulted in a full repayment of the old facility.

The new financing comprises a Refinancing Tranche and a dedicated Finance Costs Tranche to fund finance costs during the early trading period. Total commitments amount to £50m (£49m for the refinancing plus £1m of interest shortfall) across a consortium of lenders. The new loan is due for repayment in November 2027.

There is a variable interest rate which is set against the Bank of England base rate plus a fixed percentage per annum of 4.25%.

The bank loan is secured by way of fixed and floating charges over the freehold land and building.

Page 17

OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

10.	Deferred tax

	2025	2024
	£	£

At beginning of year	(5,175,727)	(6,497,326)
Charged to profit or loss	2,009,693	948,953
Charged to other comprehensive income	(28,386)	372,646
At end of year	(3,194,420)	(5,175,727)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(1,155,309)	(3,900,728)
Tax losses carried forward	3,716,714	4,880,042
Provision for unpaid interest	427,603	-
Fair value movements	(6,183,428)	(6,155,041)
	(3,194,420)	(5,175,727)

11.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

Nil (2024 - 90) A Ordinary shares of £0.010000 each	-	1
120 (2024 - 90) B Ordinary shares of £0.010000 each	1	1
160 (2024 - 120) C Ordinary shares of £0.010000 each	2	1

	3	3

During the year, 30 A Ordinary shares, 30 B Ordinary shares and 40 C Ordinary shares were allotted by way of a bonus issue. As explained in note 17, an amount of £14,000,000 from the revaluation reserve was capitalised and applied in full to cover the share allotment. This transaction gave rise to a share premium account of £13,999,999.

Subsequently, the share premium account was transferred to profit and loss account by way of a capital reduction.

Then, the Company repurchased 120 A Ordinary shares, the entire shareholding of IM2 Holdings Ltd by way of share buy-back out of profit and loss account for total consideration of £1,226,023. The 120 A Ordinary shares were then cancelled.

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OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

12.

Reserves

Share premium account

The share premium account reserve represents any premiums received upon issue of share capital.

Revaluation reserve

Revaluation reserve totalling £4,550,284 (2024: £17,925,129) relates to fair value movements on revaluation of the freehold property less an amount of £14,000,000 which was capitalised and applied to pay in full the share allotment explained in note 16.

Capital redemption reserve

Capital redemption reserve comprises the nominal value of shares purchased by the Company.

Profit and loss account

The profit and loss account reserve represents all current and prior period retained profit and losses.

During the year, the company repurchased 120 A Ordinary shares out of profit and loss account for total consideration of £1,226,023.

13.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £10,757 (2024: £6,458) were payable to the fund at the balance sheet date and are included in creditors.

14.

Related party transactions

In addition to the share buy-back disclosed in note 11, during the year IM2 Holdings Limited, a previous shareholder with joint controlling interest, charged the Company interest on a loan totalling £266,461 (2024: £353,235). The amount outstanding at the year end was £nil (2024: £4,950,580).

During the year OB Hospitality S.A.R.L, the shareholder with controlling interest at the reporting date, charged the Company interest on a loan totalling £883,184 (2024: £827,228). The amount outstanding at the year was £12,312,821 (2024: £10,029,637).

15.	Post balance sheet events

In February 2026, OB Hospitality S.A.R.L provided an additional loan of £700,000 to the Company.

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OB CAPITAL LTD

Notes to the financial statements

For the Year Ended 31 December 2025

16.	Controlling party

As at the reporting date the Company was wholly controlled by OB Hospitality S.A.R.L, which is incorporated in Luxembourg and their registered office is 4, Rue Robert Stumper, 2557 Luxembourg, Luxembourg.

During the year, IM2 Holdings Ltd ceased to be a shareholder following the repurchase of their shareholding.

17.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.

The audit report was signed on 26 June 2026 by Matthew Taplin (Senior statutory auditor) on behalf of PricewaterhouseCoopers LLP.

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