REGISTERED NUMBER: 08255582 (England and Wales)

GREENCLOSE HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Cash Flow Statement

17

Notes to the Consolidated Cash Flow Statement

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

J A C Leach

Miss P A Leach

Mrs C R Gibson

R A C Leach

R J Haycocks

J R Hiley-Jones

G P Rhodes

SECRETARY:

Miss P A Leach

REGISTERED OFFICE:

Pennington House

Ridgeway Lane

Lymington

Hampshire

SO41 8AA

REGISTERED NUMBER:

08255582 (England and Wales)

SENIOR STATUTORY AUDITOR:

Gary Brown FCCA

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

BANKERS:

Santander

Bridle Road

Bootle

Merseyside

L30 4GB

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

Greenclose Holdings Limited is the parent of a group consisting of Greenclose Hotels Limited, Ocean Passages (Charter) Limited and several dormant companies. During the year, Greenclose Hotels Limited was the operator of three four-star hotels: Careys Manor Hotel and Senspa (in Brockenhurst, Hampshire), the Montagu Arms Hotel (in Beaulieu, Hampshire) and the Imperial Hotel (in Llandudno, North Wales). Across these properties the group operated six restaurants. All are open to non-residents. Ocean Passages (Charter) Limited operates a yacht charter business.

In March 2025, Careys Manor Hotel and SenSpa was sold to Myst Hotels and Resorts Limited, and so the group ceased trading out of this location at this time. All trading activities and fixed assets have been transferred to the new owners.

REVIEW OF BUSINESS

The results of the group during the year were sales of £11.0m (2024: £16.4m) and an operating loss of £676,428 (2024: £425,946 operating profit).

The group was able to repay a significant proportion of the business loan it entered into following the sale of Careys Manor.

Business Environment

The four-star hotel market in each of the group's locations is highly competitive with comparisons between competitors made readily available to consumers through on-line distribution and review websites.

Within this competitive environment, the group continues to differentiate itself from its competitors by promoting its attractive buildings and locations and providing excellent customer service and dining propositions.

Strategy

The group's overriding objective is to achieve attractive and sustainable rates of growth and returns primarily from organic growth but also to explore other growth opportunities.

There are four key elements to the group's strategy for growth. They are:

-

Developing the properties to respond to evolving consumer tastes and demands;

-

Investment in the properties in terms of increasing and updating bedroom stock, enhancing public areas and improving infrastructure assets;

-

A continued focus remains on reducing energy consumption and payback of 12 months has been achieved on implementing voltage optimisation with a 9% saving per property.

-

Targeted and agile marketing across the various customer market sectors to maximise occupancy and yield.

FUTURE OUTLOOK

Following the sale of Careys Manor, new general managers have been appointed at both the Montagu Arms and Imperial Hotel which is an opportunity to improve operational efficiency and customer offering.

It is the expectation that the remaining bank loan will be extended for a further 2 years, during which the expected improvements in operational efficiency will allow the directors to review the strategy for the business.

Notwithstanding the current business climate, revenues have the potential to be resilient. It is acknowledged that constrained consumer spending resulting from those inflationary forces combined with unpredictable UK weather and a post "Staycation Boom" slump, has the ability to negatively impact the group's revenues. Nevertheless, there are opportunities to generate upsides for businesses.

Considering these and other future uncertainties, our continued focus is to make the businesses more agile, more flexible and more efficient, investing in market leading technology wherever possible, in order to maximise profitability and cash reserves throughout the coming few years.

This focus on efficiency, which we expect to have no negative impact on the guest experience, coupled with our continuing commitment to providing excellent customer service, high quality facilities, and actively maintaining and improving our hotel properties, will help us maintain our market leading position into the future in each of the group's locations.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks affecting the group are set out below:

Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate them.

Economic Environment

The challenges of the inflationary economy have thankfully now backed off to a more normal level. The lead in time for forward bookings continues to be late and can be heavily impacted by weather. Price resistance from a cautious consumer continues, although certain sectors appear more resilient than others.

Competition

The group operates in a highly competitive market in each of its locations. Accordingly, the group seeks to price competitively, market effectively, deliver excellent customer service and obtain positive feedback in public forums such as TripAdvisor in order to maintain and grow market share. To deliver this, the group has employed dedicated marketing and yield management personnel with a customer focussed General Manager leading each business unit.

Employees

The group's performance depends largely on its managers and staff, and we recognise that our employees are our most valuable asset. The resignation of key individuals and the inability to recruit people with the required experience and skills could adversely impact the group's results. To mitigate these risks the group operates an induction and learning programme for all employees and has implemented and continues to develop a number of incentive schemes linked to the group's results that are designed to retain key individuals. In addition, the group's move to developing multi-skilled team members provides resilience across each property's operations in addition to providing greater efficiency.

Supply Chain

The group purchases from many suppliers to provide high quality and whenever possible, organic, free range and locally sourced food to serve to its guests. There are a few significant suppliers and as such the group is potentially exposed to potential supply chain disruptions due to high reliance on these suppliers. The group mitigates this risk through having multiple sources for various key requirements, and employs effective supplier selection and procurement processes supplemented by appropriate insurance coverage.

Financing and interest costs

The group is primarily financed by a bullet repayment loan which is expected to be extended for a further two years, and currently enjoys a fixed rate of interest of 4%. Whilst the Bank of England has decreased its base rate of interest over the last 12 months, the cost of borrowings is likely to be higher when the facility falls due for repayment. The directors have embarked on a strategic planning process, which will deal with the strategic financing risk through exploring opportunities to drive better returns from the existing estate, evaluate assets and commercial activities, and present the best possible case for potential funders.

KEY PERFORMANCE INDICATORS

The main key performance indicators used by the group are turnover and gross margin percentage. In 2025 these KPIs were as follows:

Turnover - £11.0m (2024: £16.4m)

Gross margin percentage - 38.3% (2024: 44.7%)

ON BEHALF OF THE BOARD:

J A C Leach - Director

27 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 October 2025 was £370,000 (2024: £Nil).

FUTURE DEVELOPMENTS

Information in respect of the company's future developments has been included within the strategic report.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

J A C Leach

Miss P A Leach

Mrs C R Gibson

R A C Leach

R J Haycocks

J R Hiley-Jones

Other changes in directors holding office are as follows:

G P Rhodes - appointed 19 May 2025

EMPLOYMENT POLICIES

The employment policies of the Group embody the principles of equal opportunity and are tailored to meet the needs of its different businesses and the local areas in which they operate. This includes suitable procedures to support the Group's policy that disabled persons (whether registered or not) shall be considered for employment and subsequent training, career development and promotion on the basis of their aptitudes and abilities.

The Group has adopted a policy of encouraging each business, together with its employees, to create communication, consultation and involvement groups so ensuring that each employee has a role in receiving and giving feedback on those matters that are important to all employees. At least twice a year, via the management of each business, employees are given the chance to give feedback on all areas of the business. This commitment to involve more employees in the consultation, communication and involvement groups reflects the group's philosophy of encouragement and participation in the success of its business and the important part that each employee plays in its long term success.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J A C Leach - Director

27 July 2026

Opinion

We have audited the financial statements of Greenclose Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). 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 group and the parent company, and the industry in which they operate. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the group and the parent company.

- We obtained an understanding of how the group and the parent company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

- We assessed the susceptibility of the group's and the parent company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group and the parent company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Gary Brown FCCA (Senior Statutory Auditor)

for and on behalf of Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

30 July 2026

TURNOVER

11,016,761

16,443,470

Cost of sales

(6,800,552

)

(9,092,566

)

GROSS PROFIT

4,216,209

7,350,904

Administrative expenses

(4,948,668

)

(7,044,200

)

(732,459

)

306,704

Other operating income

56,031

119,242

OPERATING (LOSS)/PROFIT

4

(676,428

)

425,946

Interest receivable and similar income

51,842

2,113

(624,586

)

428,059

Interest payable and similar expenses

5

(692,949

)

(964,218

)

Other finance costs

21

(181,000

)

(25,000

)

LOSS BEFORE TAXATION

(1,498,535

)

(561,159

)

Tax on loss

6

(139,659

)

18,318

LOSS FOR THE FINANCIAL YEAR

(1,638,194

)

(542,841

)

Loss attributable to:

Owners of the parent

(1,638,194

)

(542,841

)

LOSS FOR THE YEAR

(1,638,194

)

(542,841

)

OTHER COMPREHENSIVE INCOME

Actuarial (losses) / gains on pension

149,000

(300,000

)

Income tax relating to other comprehensive income

(170,000

)

77,000

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(21,000

)

(223,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,659,194

)

(765,841

)

Total comprehensive income attributable to:

Owners of the parent

(1,659,194

)

(765,841

)

FIXED ASSETS

Intangible assets

9

62,201

56,975

Tangible assets

10

15,193,724

35,394,395

Investments

11

-

-

15,255,925

35,451,370

CURRENT ASSETS

Stocks

12

86,457

185,638

Debtors

13

1,198,659

1,369,094

Cash at bank and in hand

3,322,128

511,133

4,607,244

2,065,865

CREDITORS

Amounts falling due within one year

14

(8,571,775

)

(23,630,272

)

NET CURRENT LIABILITIES

(3,964,531

)

(21,564,407

)

TOTAL ASSETS LESS CURRENT LIABILITIES

11,291,394

13,886,963

CREDITORS

Amounts falling due after more than one year

15

-

(21,034

)

PROVISIONS FOR LIABILITIES

19

(73,789

)

(111,130

)

PENSION LIABILITY

22

-

(508,000

)

NET ASSETS

11,217,605

13,246,799

CAPITAL AND RESERVES

Called up share capital

20

1,009,448

1,009,448

Share premium

21

106,404

106,404

Retained earnings (unrealised)

21

6,331,170

15,081,513

Retained earnings

21

3,770,583

(2,950,566

)

SHAREHOLDERS' FUNDS

11,217,605

13,246,799

The financial statements were approved by the Board of Directors and authorised for issue on 27 July 2026 and were signed on its behalf by:

J A C Leach - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

14,200,000

33,600,000

Investments

11

1,009,447

1,009,447

15,209,447

34,609,447

CURRENT ASSETS

Debtors

13

1,390,317

1,242,470

Cash at bank and in hand

5,239

222,972

1,395,556

1,465,442

CREDITORS

Amounts falling due within one year

14

(14,628,240

)

(31,661,727

)

NET CURRENT LIABILITIES

(13,232,684

)

(30,196,285

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,976,763

4,413,162

CAPITAL AND RESERVES

Called up share capital

20

1,009,448

1,009,448

Retained earnings (unrealised)

21

864,637

2,264,637

Retained earnings

21

102,678

1,139,077

SHAREHOLDERS' FUNDS

1,976,763

4,413,162

Company's (loss)/profit for the financial year

(2,066,399

)

610

The financial statements were approved by the Board of Directors and authorised for issue on 27 July 2026 and were signed on its behalf by:

J A C Leach - Director

Called up

Retained

share

Retained

Share

earnings

Total

capital

earnings

premium

(unrealised)

equity

£

£

£

£

£

Balance at 1 November 2023

1,009,448

(2,184,725

)

106,404

15,081,513

14,012,640

Changes in equity

Total comprehensive income

-

(765,841

)

-

-

(765,841

)

Balance at 31 October 2024

1,009,448

(2,950,566

)

106,404

15,081,513

13,246,799

Changes in equity

Dividends

-

(370,000

)

-

-

(370,000

)

Total comprehensive income

-

(1,659,194

)

-

-

(1,659,194

)

Transfer between reserves

-

8,750,343

-

(8,750,343

)

-

Balance at 31 October 2025

1,009,448

3,770,583

106,404

6,331,170

11,217,605

Called up

Retained

share

Retained

earnings

Total

capital

earnings

(unrealised)

equity

£

£

£

£

Balance at 1 November 2023

1,009,448

1,138,467

2,264,637

4,412,552

Changes in equity

Total comprehensive income

-

610

-

610

Balance at 31 October 2024

1,009,448

1,139,077

2,264,637

4,413,162

Changes in equity

Dividends

-

(370,000

)

-

(370,000

)

Total comprehensive income

-

(2,066,399

)

-

(2,066,399

)

Transfer between reserves

-

1,400,000

(1,400,000

)

-

Balance at 31 October 2025

1,009,448

102,678

864,637

1,976,763

Cash flows from operating activities

Cash generated from operations

1

(1,451,074

)

944,031

Interest paid

(688,836

)

(955,371

)

Interest element of hire purchase payments paid

(4,113

)

(8,847

)

Interest from net defined benefit

(181,000

)

(25,000

)

Pension adjustment

(706,000

)

8,000

Net cash from operating activities

(3,031,023

)

(37,187

)

Cash flows from investing activities

Purchase of intangible fixed assets

(39,168

)

(29,806

)

Purchase of tangible fixed assets

(57,391

)

(112,049

)

Sale of tangible fixed assets

19,535,275

-

Interest received

51,842

2,113

Net cash from investing activities

19,490,558

(139,742

)

Cash flows from financing activities

New loans in year

-

500,000

Loan repayments in year

(13,326,390

)

(188,538

)

Hire purchase capital repayments in year

(44,489

)

(55,179

)

Amount introduced by directors

643,309

517,873

Amount withdrawn by directors

(550,970

)

(520,018

)

Equity dividends paid

(370,000

)

-

Net cash from financing activities

(13,648,540

)

254,138

Increase in cash and cash equivalents

2,810,995

77,209

Cash and cash equivalents at beginning of year

2

511,133

433,924

Cash and cash equivalents at end of year

2

3,322,128

511,133

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(1,498,535

)

(561,159

)

Depreciation charges

289,882

451,768

Loss on disposal of fixed assets

266,847

-

Impairment of fixed assets

-

79,961

Finance costs

873,949

989,218

Finance income

(51,842

)

(2,113

)

(119,699

)

957,675

Decrease in stocks

99,181

18,081

Decrease in trade and other debtors

278,096

21,395

Decrease in trade and other creditors

(1,708,652

)

(53,120

)

Cash generated from operations

(1,451,074

)

944,031

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

3,322,128

511,133

Year ended 31 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

511,133

433,924