ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 04648681

FIRMDALE HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

FIRMDALE HOLDINGS LIMITED

COMPANY INFORMATION

Directors	T J R Kemp
	C M Aberle
	J P Gray
	R C Perlhagen
	R Cheles (appointed 12 June 2025)
	C C Ring (appointed 12 June 2025)


Company secretary	M T Soden


Registered number	04648681


Registered office	18 Thurloe Place
	London
	SW7 2SP


Independent auditor	MHA
	Statutory Auditor
	6th Floor
	2 London Wall Place
	London
	EC2Y 5AU

FIRMDALE HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1 - 4
Directors' report	5 - 9
Independent auditor's report	10 - 13
Consolidated statement of comprehensive income	14
Consolidated statement of financial position	15 - 16
Company statement of financial position	17
Consolidated statement of changes in equity	18 - 19
Company statement of changes in equity	20
Consolidated statement of cash flows	21 - 22
Consolidated analysis of net debt	23
Notes to the financial statements	24 - 56

FIRMDALE HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

Introduction

The directors have pleasure in presenting their report and the financial statements of the Group for the year ended 31 January 2026.

Principal activities and business review

The principal activity of the Company is that of a holding company. The principal activity of the Group is that of luxury hotel development and operation in central London and New York. The properties it owns and operates in London are the Covent Garden Hotel, the Charlotte Street Hotel, the Soho Hotel, the Haymarket Hotel and the Ham Yard Hotel in the West End, the Number 16 hotel in South Kensington, the Dorset Square Hotel in Marylebone and the Knightsbridge hotel in Knightsbridge. In New York it owns and operates the Crosby Street Hotel and the Whitby Hotel in the downtown Soho and Midtown districts of Manhattan respectively. In February 2024 a third hotel property was opened in the Tribeca area of New York close to the World Trade Center.

The Group was very pleased to receive the King’s Award for Enterprise 2024 in recognition of its outstanding contribution to International Trade. The company has previously been a recipient of the (Queen’s) Award on four occasions. These awards are the most prestigious UK accolades for business.

Recent accolades include the Sunday Times list of Best Places to Work 2026, the third consecutive year, two Michelin Keys at Ham Yard, Haymarket, Covent Garden hotels, and one Michelin Key at Soho, Charlotte Street, Number 16 and Knightsbridge hotels. Conde Nast Reader’s Choice Awards 2025 for Ham Yard, Soho, Covent Garden and Dorset Square hotels, one AA Rosette for Culinary Excellence at Haymarket, Number 16, Dorset Square and two Rosettes at Ham Yard. Telegraph Best Hotels in London 2024 Ham Yard and Soho hotels, Times Best Boutique Hotels in London 2024 Number 16 and Knightsbridge hotels, Times Coolest Hotels in London 2024 Soho hotel, Vogue Best Hotels in London 2024 Covent Garden Hotel. Sunday Times 50 Best Places to Stay 2026 Ham Yard.

Revenue Performance

The UK economy in 2025/26 was characterised by slowing economic growth as the year progressed, and persistent inflationary and cost of living pressures squeezing disposable incomes and corporate budgets alike. Continuing high interest rates provided a further drag on activity. However, international visitor numbers and spend continue to rise and hospitality remains a growth sector.

Against this background, total combined 2025/26 revenues for the eight London hotels operated or managed by the company were a new record £129.3m, a 3.3% increase on prior year driven by increases in both occupancy and room rate.

In New York the three hotels produced combined total revenues of £95m, representing an 8.3% increase over prior year. The Crosby Street Hotel remains one of the highest yielding hotels in Manhattan.

Total Group Turnover for the financial year was £232m, a 5.2% increase on prior year, and a new record for the Group.

Page 1

FIRMDALE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Principal risks and uncertainties

The principal financial risks faced by the Group, and the Group's objectives and policies in relation to those risks, are as follows;

Cash flow risk

The finance department closely manages the Group's cashflow. Detailed cashflow forecasts are regularly prepared with the objective of alerting the directors to potential future risks. It is the Group's policy to ensure that forecast funding requirements can be met with available committed facilities. Please also refer to the going concern section below which further details liquidity requirements and the directors’ consideration of this position at the reporting date.

Credit risk

Credit risk is the financial exposure generated by the potential default of third parties in fulfilling their obligations. Credit risk arises for the Group if it is unable to recover sums due from clients and is mitigated by setting maximum levels of credit tolerance for more significant clients. For Firmdale this risk is very small as the value of Trade Debtors was less than 0.5% of Net Assets.

Currency risk

The Group faces currency risk on translation of its overseas net assets and earnings. Within the group there are USD bank accounts that deal with USD income and expenses. The Group monitors exchange rate movements and consider strategies to mitigate this impact as and when significant movements arise.

Interest rate risk

At the year end date the Group has fixed interest payment obligations representing 45% of its total borrowings, with a further 35% of loans subject to a 4.75% cap. The remaining balance is subject to variable bank base rates which appear to be softening from the peak rates seen in recent years.

Page 2

FIRMDALE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Financial key performance indicators

Earnings before interest, tax and depreciation (EBITDA) were a profit of £33m (2025 – £31.0m), an increase of 5.1% over prior year.

Combined average room rate across the eight London owned and operated properties was £555 (2024/25 - £548) an increase of 1.2% year on year.

Combined average occupancy across the eight London owned and operated properties was 80.1% (2024/25 – 79.6%) a 0.5% points increase year on year.

The resultant average rooms yield (RevPAR) growth across the eight London owned and operated properties was 1.9%.

Combined average room rate across the three New York properties was US$1,363 (2024/25 – US$1,278) an increase of 6.7% year on year.

Combined average occupancy across the three New York properties was 73.0% (2024/25 – 68.1%) a 4.9% points increase year on year.

The resultant average rooms yield (RevPAR) growth across the three New York properties was 14.3%.

Food & Beverage Revenues in London decreased 1.5% over prior year. In New York Food & Beverage Revenues increased by 6.0% over prior year.

Income from Private Events contributed 10.1% (2025 – 10.6%) of total revenues in London and 12.3% (2025 – 12.2%) in New York.

Conversion of Group Revenues to Gross Operating Profit increased from 43.3% to 46.1%.

Page 3

FIRMDALE HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Going concern

In assessing the Group’s ability to continue as a going concern, the directors have considered the cash flow forecasts, liabilities, and funding arrangements of Firmdale Holdings Limited (“the Group”). The directors have reviewed the Group’s overall funding and liquidity position and are satisfied that adequate resources are available to enable the Group to meet its liabilities as they fall due. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

The net current liabilities figure of £148m reported in the January 2025 Group Financial Statements was driven by a £167m (US$200m) long term loan from Wells Fargo Bank maturing in November 2025. This loan was refinanced by Wells Fargo in September 2025 by a new $225m facility with an initial term of three years, plus three one year extension options taking the final maturity out to year 2031. The next loan maturities within the Group are not until 2028, when just 15% of the total borrowings become repayable.

The international travel disruption caused by the US military intervention in Iran during February created some drag on first quarter trading, leading to a Group Earnings shortfall to budget for that period. However, there has been a marked improvement during the second quarter, and Group Earnings for the first half year as a whole are expected to slightly outperform budget. The prospects for the remainder of the year are good subject to no material escalation in the Middle East conflicts. With some 80% of borrowings protected by fixed interest rates or caps, the possibility of rising base rates is not a significant concern.

In light of the positive trading and cash generation projections, projected delivery of financial covenant requirements, and supportive banks, the Board has a high degree of confidence that the company will be able to meet its liabilities as they fall due and meet its covenant obligations for a period of at least twelve months. The Directors have therefore concluded that the company can continue to adopt the going concern basis in preparing the annual report and accounts. The Board will continue to monitor developments closely and adjust their forecasting assumptions as required.

Directors' statement of compliance with duty to promote the success of the Group

The directors consider the successful running of the Group in terms of achieving its long-term growth strategy which centres around building a sustainable, profitable business which has brand reputation at its heart. The success of the Group centres around positive and effective dealings with all the stakeholders of the Group and the directors were mindful of the long-term consequences of key commercial decisions made during the year, and determined that these were in the interest of the Group's employees, suppliers, customers and other stakeholders, as they were all aligned to the Group's growth strategy.

The Group's success depends on maintaining a reputation for high standards of business conduct with customers and other stakeholders, whether in relation to specific community issues or with regard to environmental issues such as minimising the production of waste.

The directors confirm that throughout the year they have acted in the way that they consider, in good faith, to be most likely to promote the success of the company for the benefit of its members as a whole.

This report was approved by the board and signed on its behalf.

T J R Kemp

Director

Date: 22 July 2026

Page 4

FIRMDALE HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 JANUARY 2026

The directors present their report and the financial statements for the year ended 31 January 2026.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

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

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £22.6m (2025 - £29.4m)

The directors do not recommend the payment of a dividend (2025 - £Nil).

Directors

The directors who served during the year were:

T J R Kemp

C M Aberle

J P Gray

R C Perlhagen

R Cheles (appointed 12 June 2025)

C C Ring (appointed 12 June 2025)
C K B Brotchie (resigned 31 May 2025)

Page 5

FIRMDALE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Future developments

The Company continues to seek further hotel opportunities in London, New York and Paris.

A long leasehold interest in three adjacent buildings located in the Bloomsbury area of London was acquired by a a subsidiary company in 2022. Having received planning permission, redevelopment works for converting these to a first class hotel as part of the Firmdale Town House collection are well under way. The hotel is expected to open in May 2027.

A substantial piece of freehold land was acquired in Shoreditch High Street, London by a subsidiary company in May 2025 for future development.

Financial instruments

The company has established a risk and financial management framework whose primary objectives are to protect the company from events that hinder the achievement of the company's performance objectives.

The objectives aim to limit undue counterparty exposure, ensure sufficient working capital exists and monitor the management of risk at a business unit level.

Further detail in respect to the company's exposure to risks such as cash flow and liquidity risk has been provided in the strategic report on pages 1 - 4.

Disabled employees

The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate.

Qualifying third-party indemnity provisions

Third party qualifying directors' and officers’ insurance has been maintained throughout the financial year and to the date of this report, which extends to all subsidiaries within the wider group under Firmdale Holdings Limited.

Page 6

FIRMDALE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group takes very seriously its responsibilities to improve its energy efficiency and reduce its carbon footprint. Firmdale Hotels meets the requirements of CEMARSTM certification having measured its greenhouse gas emissions in compliance with the requirements of ISO 14064-1:2018 and is committed to managing and reducing its emissions in respect of the operational activities of its organisation, which has been closely monitored since 2008.

We have already achieved significant reductions in our energy consumption, with a 25% decrease since our 2010 base year. We are working towards an absolute reduction of 30% as part of our rolling 20-year plan, and we remain on target to achieve this.

For this reporting period, we see an increase of occupied nights by just over 1%, whilst at the same time our total gross greenhouse gas emissions decreased from 4,773.96 tCO2e to 4,348.70 tCO2e, a reduction of approximately 8.9%. Carbon intensity, measured as emissions per £ million of turnover, improved from 36.05 to 31.77 tCO2e/£M, representing an 11.9% reduction, showing a clear improved emissions efficiency.

The emissions data presented below is for Ham Yard Investments Limited and Firmdale Property Investments Limited only and they have taken exemption from disclosing this data in their individual financial statements under s415 (2) of the Companies Act 2006.


	01 February 2025 to 31 January 2026	01 February 2024 to 31 January 2025

Energy consumption used to calculate emissions (kWh)	24,030,125.69	24,674,922.53
- Gas (kWh)	13,850,471.00	14,370,528.00
- Electricity (kWh)	10,027,502.00	10,047,758.00
- Transport fuels (kWh)	152,152.69	256,636.53
Emissions from combustion of gas tCO2e (Scope 1)	2,575.57	2,618.43
Emissions from combustion of fuel for transport purposes tCO2e (Scope 1)	39.49	65.20
Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing of the fuel tCO2e (Scope 3)	0.16	N/A
Emissions from purchased electricity tCO2e (Scope 2, location-based)	1,775.13	2,080.39
Total gross emissions tCO2e based on the above	4,348.70	4,764.02
Total gross emissions from above by UK unit turnover/revenue (tCO2e/£m)	31.77	36.05

Page 7

FIRMDALE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

The above information was prepared in accordance with ISO14064 Part 1 2018 and Carbon Reduce and verified to ISO14064 Part 1 2018 and Carbon Reduce.
This inventory has been prepared in accordance with the requirements of the measure-step of the Toitû carbon marks, which is based on the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (2004) and ISO 14064-1:2018 Specification with Guidance at the Organization Level for Quantification and Reporting of Greenhouse Gas Emissions and Removals. Where relevant, the inventory is aligned with industry or sector best practice for emissions measurement and reporting.
Conversion factors from a variety of sources, with the core set of UK conversion factors sourced from DEFRA GHG Emissions and energy use for the period 01 February to 31st January 2026.

Haymarket and Charlotte Street
Investment has focused on the phased replacement of fan coil air conditioning units serving guest bedrooms and public areas, together with the replacement of the main boiler plant, including temporary boiler installation and commissioning.

Ham Yard Hotel
Major infrastructure works have included a hotel-wide Building Management System (BMS) upgrade, modernisation of the car lift and mechanical and electrical upgrades associated with the replacement of the main kitchen cooking island.

Climate Change Impact Assessment
We have considered whether climate change and climate-related matters are likely to have a material impact on the Company's financial statements.

Our business generates revenue from a diverse range of sources across London and New York. Approximately 80% of revenue is derived from room accommodation, with around 200,000 guest stays each year from visitors originating from many different countries. The remaining revenue is generated through our restaurants, bars and events businesses. As a result, our income is diversified across locations, customer types and revenue streams.

We have also considered the potential impact of climate change on our costs and operations. Our principal operating costs are spread across a large number of suppliers and employees, and we are not dependent on any single supplier, product or location. Most goods and services purchased are readily available from multiple sources. Whilst operating costs, including energy costs, have increased in recent years, we have generally been able to manage these increases through pricing and operational efficiencies.

We regularly review our properties and insurance arrangements to ensure our assets remain appropriately protected against physical risks, including those associated with severe weather events.
In assessing climate-related risks, we have considered both physical risks, such as extreme weather events, and transition risks, including changes in regulation, reporting requirements, energy costs and customer expectations regarding sustainability.

Based on our assessment, we do not believe climate change currently has a material impact on our financial performance, asset valuations, impairment assessments or going concern assumptions, and no material adjustments to the financial statements have been identified as necessary.

We will continue to monitor climate-related developments, including changes in regulation, government policy and technological innovation. We will also continue to explore opportunities to improve energy efficiency, reduce our environmental impact and adopt sustainable practices where they support our long-term business objectives.

Page 8

FIRMDALE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

Matters covered in the Group strategic report

As permitted by paragraph 1A of schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report on pages 1 - 4.

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 and the Group'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 and the Group's auditor is aware of that information.

This report was approved by the board and signed on its behalf.

T J R Kemp

Director

Date: 22 July 2026

Page 9

FIRMDALE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIRMDALE HOLDINGS LIMITED

Opinion

We have audited the financial statements of Firmdale Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2026, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of changes in equity, the Company statement of changes in equity, the Consolidated statement of cash flows and the related notes, 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's affairs as at 31 January 2026 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 Auditor's 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 or 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.

Page 10

FIRMDALE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIRMDALE HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 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 of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

Page 11

FIRMDALE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIRMDALE HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, 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 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.

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 Group 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:

∙enquiry of management, those charged with governance and Company legal advisors around actual and potential litigation and claims;

∙performing audit work over the risk and management override of controls, including testing of journal entries
and other adjustments for appropriateness, evaluating the business rationale of significant transactions; outside the normal course of business and reviewing accounting estimates for bias;

∙reviewing minutes of meetings of those charged with governance; and

∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with
applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Page 12

FIRMDALE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FIRMDALE HOLDINGS 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.

Rajeev Shaunak BSc FCA (Senior Statutory Auditor)

for and on behalf of

MHA

Statutory Auditor

London, United Kingdom

29 July 2026

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).

Page 13

FIRMDALE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 JANUARY 2026


	2026	2025
Note	£000	£000


Turnover	4	231,900	220,303
Cost of sales		(124,968)	(124,852)
Gross profit		106,932	95,451
Administrative expenses		(93,563)	(94,255)
Fair value movements		(1,843)	(2,029)
Operating profit/(loss)	5	11,526	(833)
Interest receivable and similar income	9	397	283
Interest payable and similar expenses	10	(36,781)	(29,943)
Loss before taxation		(24,858)	(30,493)
Tax on loss	11	2,276	1,059
Loss for the financial year		(22,582)	(29,434)


Unrealised deficit on revaluation of tangible fixed assets	(12,475)	(11,992)
Foreign exchange movement	(24,741)	7,764
Deferred tax credit on revalued leasehold property	12,581	4,416
Deferred tax credit on revalued freehold property	1,331	7,680
Other comprehensive income for the year	(23,304)	7,868
Total comprehensive income for the year	(45,886)	(21,566)

Loss for the year attributable to:
Owners of the Parent Company	(22,582)	(29,434)
	(22,582)	(29,434)

The notes on pages 24 to 56 form part of these financial statements.

Page 14

FIRMDALE HOLDINGS LIMITED

REGISTERED NUMBER: 04648681

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 JANUARY 2026

		As restated
	2026	2025
Note	£000	£000

Fixed assets
Tangible assets	12		1,147,896		1,209,023
Investment property	13		63,723		57,995
			1,211,619		1,267,018
Current assets
Stocks	15	4,912		4,951
Debtors: amounts falling due within one year	16	11,205		13,838
Cash at bank and in hand	17	28,991		22,520
		45,108		41,309
Creditors: amounts falling due within one year	19	(28,840)		(189,330)
Net current assets/(liabilities)			16,268		(148,021)
Total assets less current liabilities			1,227,887		1,118,997
Creditors: amounts falling due after more than one year	20		(534,524)		(360,000)
Provisions for liabilities
Deferred taxation	22	(137,666)		(157,414)
			(137,666)		(157,414)
Net assets			555,697		601,583

Capital and reserves
Called up share capital	23	1,977	1,977
Share premium account	24	54,262	54,262
Revaluation reserve	24	635,239	636,803
Profit and loss account	24	(135,781)	(91,459)
		555,697	601,583

Page 15

FIRMDALE HOLDINGS LIMITED

REGISTERED NUMBER: 04648681

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 JANUARY 2026

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

T J R Kemp

Director

Date: 22 July 2026

The notes on pages 24 to 56 form part of these financial statements.

Page 16

FIRMDALE HOLDINGS LIMITED

REGISTERED NUMBER: 04648681

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 JANUARY 2026

		2026		2025
Note		£000		£000

Fixed assets
Investments	14		14,977		14,977
Current assets
Debtors: amounts falling due within one year	16	54,275		54,295
		54,275		54,295
Creditors: amounts falling due within one year	19	(2)		(2)
Net current assets			54,273		54,293
Total assets less current liabilities			69,250		69,270


Net assets			69,250		69,270

Capital and reserves
Called up share capital	23	1,978	1,978
Share premium account	24	49,670	49,670
Profit and loss account		17,602	17,622
		69,250	69,270

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

T J R Kemp

Director

Date: 22 July 2026

The notes on pages 24 to 56 form part of these financial statements.

As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account of the parent company has not been presented. The parent company’s loss for the year was £20k (2025: £4k). The notes on pages 23 to 54 are an integral part of these financial statements.

Page 17

FIRMDALE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2026

	Called up share capital	Share premium account	Revaluation reserve	Profit and loss account	Total equity
	£000	£000	£000	£000	£000
At 1 February 2025 (as previously stated)	1,977	54,262	639,284	(93,940)	601,583
Prior year adjustment - correction of error	-	-	(2,481)	2,481	-
At 1 February 2025 (as restated)	1,977	54,262	636,803	(91,459)	601,583
Comprehensive income for the year
Loss for the year	-	-	-	(22,582)	(22,582)
Currency translation differences	-	-	-	(24,741)	(24,741)
Deficit on revaluation of freehold property	-	-	(11,472)	-	(11,472)
Deficit on revaluation of leasehold property	-	-	(1,003)	-	(1,003)
Deferred tax credit on revalued leasehold property	-	-	12,581	-	12,581
Deferred tax credit on revalued freehold property	-	-	1,331	-	1,331
Other comprehensive income for the year	-	-	1,437	(24,741)	(23,304)
Total comprehensive income for the year	-	-	1,437	(47,323)	(45,886)
Transfer to/from profit and loss account	-	-	(3,001)	3,001	-
At 31 January 2026	1,977	54,262	635,239	(135,781)	555,697

The notes on pages 24 to 56 form part of these financial statements.

Page 18

FIRMDALE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2025

	Called up share capital	Share premium account	Revaluation reserve	Profit and loss account	Total equity
	£000	£000	£000	£000	£000
At 1 February 2024 (as previously stated)	1,977	54,262	642,483	(75,573)	623,149
Prior year adjustment - correction of error	-	-	(2,481)	2,481	-
At 1 February 2024 (as restated)	1,977	54,262	640,002	(73,092)	623,149
Comprehensive income for the year
Loss for the year	-	-	-	(29,434)	(29,434)
Currency translation differences	-	-	-	7,764	7,764
Deficit on revaluation of freehold property	-	-	(5,826)	-	(5,826)
Deficit on revaluation of leasehold property	-	-	(6,166)	-	(6,166)
Deferred tax (charge) / credit on revalued leasehold property	-	-	4,416	-	4,416
Deferred tax (charge) / credit on revalued freehold property	-	-	7,680	-	7,680
Other comprehensive income for the year	-	-	104	7,764	7,868
Transfer to/from profit and loss account	-	-	(3,303)	3,303	-
At 31 January 2025	1,977	54,262	636,803	(91,459)	601,583

Page 19

FIRMDALE HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 JANUARY 2026

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 February 2024	1,978	49,670	17,626	69,274
Comprehensive income for the year
Loss for the year	-	-	(4)	(4)

At 1 February 2025	1,978	49,670	17,622	69,270
Comprehensive income for the year
Loss for the year	-	-	(20)	(20)
At 31 January 2026	1,978	49,670	17,602	69,250

The notes on pages 24 to 56 form part of these financial statements.

Page 20

FIRMDALE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 JANUARY 2026

			2026	2025 (restated)
			£000	£000

Cash flows from operating activities
Loss for the financial year	(22,582)	(29,434)
Adjustments for:
Depreciation of tangible assets	21,129	31,892
Impairment of fixed assets under construction	5,000	-
Interest payable	34,689	27,177
Interest receivable	(397)	(283)
Taxation charge	(2,276)	(1,059)
(Increase) in stocks	(28)	(461)
Decrease in debtors	1,618	620
Increase/(decrease) in creditors	6,106	(2,412)
Net fair value movement recognised in the profit and loss account	3,934	3,967
Corporation tax received/(paid)	-	(1)
Net cash generated from operating activities	47,193	30,006

Cash flows from investing activities
Purchase of tangible fixed assets	(15,603)	(11,790)
Sale of tangible fixed assets	97	-
Purchase of investment properties	(16,178)	(1,555)
Interest received	397	283
Net cash from investing activities	(31,287)	(13,062)
Cash flows from financing activities
Other new loans	31,110	250,399
Repayment of other loans	(6,061)	(245,202)
Interest paid	(31,885)	(27,177)
Net cash used in financing activities	(6,836)	(21,980)

Page 21

FIRMDALE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 JANUARY 2026

		2026	2025
		£000	£000


Net increase/(decrease) in cash and cash equivalents	9,070	(5,036)
Cash and cash equivalents at beginning of year	22,520	27,917
Effect of exchange rate changes on cash and cash equivalents	(2,599)	(361)
Cash and cash equivalents at the end of year	28,991	22,520

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	28,991	22,520
	28,991	22,520

The notes on pages 24 to 56 form part of these financial statements.

Page 22

FIRMDALE HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 JANUARY 2026


At 1 February 2025	Cash flows	Other movements	At 31 January 2026
£000	£000	£000	£000

Cash at bank and in hand	22,520	9,070	(2,599)	28,991
Debt due after 1 year	(297,988)	(26,110)	(147,871)	(471,969)
Debt due within 1 year	(167,101)	1,061	159,879	(6,161)
Derivative financial instruments	535	-	(399)	136
	(442,034)	(15,979)	9,010	(449,003)

The notes on pages 24 to 56 form part of these financial statements.

Page 23

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

1.	General information

Firmdale Holdings Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act. The company's registered office is 18 Thurloe Place, London, SW7 2SP.

The principal activity of the Company is a holding company.

The principal activity of the Group is that of a luxury hotel developer, manager and operator in Central London and New York.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the disclosure exemption in respect of the requirement of Section 7 Statement of Cash Flows, as allowed to a qualifying entity as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and has not presented its own cash flow statement in these financial statements. The information is included in the consolidated cash flows statement of Firmdale Holdings Limited.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.3

Going concern

In assessing the Group’s ability to continue as a going concern, the directors have considered the cash flow forecasts, liabilities, and funding arrangements of Firmdale Holdings Limited (“the Group”). The directors have reviewed the Group’s overall funding and liquidity position and are satisfied that adequate resources are available to enable the Group to meet its liabilities as they fall due. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

The net current liabilities figure of £148m reported in the January 2025 Group Financial Statements was driven by a £167m (US$200k) long term loan from Wells Fargo Bank maturing in November 2025. This loan was refinanced by Wells Fargo in September 2025 with a new $225m facility with an initial term of three years, plus three one year extension options taking the final maturity out to year 2031. The next loan maturities within the Group are not until 2028, when just 15% of the total borrowings become repayable.

The international travel disruption caused by the US military intervention in Iran since February has caused some drag on first quarter trading, leading to a 9.8% shortfall against the Earnings budget. However, advance bookings for the second quarter are strong and are expected to recover some of that shortfall. The prospects for the remainder of the year are good, subject to no material escalation in the Middle East conflicts. With some 80% of borrowings protected by fixed interest rates or caps, the possibility of rising base rates is not a significant concern.

In light of the positive trading and cash generation projections, projected delivery of financial covenant requirements, and supportive banks, the Board has a high degree of confidence that the company will be able to meet its liabilities as they fall due and meet its covenant obligations for a period of at least twelve months from approval of the financial statements. The Directors have therefore concluded that the company can continue to adopt the going concern basis in preparing the annual report and accounts. The Board will continue to monitor developments closely and adjust their forecasting assumptions as required.

Page 25

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.4

Revenue

Revenue represents amounts receivable for accommodation, food and beverage sales and ancillary hotel services provided, including the sale of goods in the normal course of business.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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.

Deposits which have been received at the reporting date for which services have not yet been provided are included in accruals and deferred income within creditors.

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.

2.5

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

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.

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are 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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 26

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.7

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives using the straight-line method. Assets in the course of construction are not depreciated until available for use.

Depreciation is provided on the following basis:

Freehold property	-	50 years straight line
Long-term leasehold property	-	Over the lease term
Motor vehicles	-	20 - 25% per annum on cost
Fixtures fittings and equipment	-	15 - 20% per annum on cost

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.

Land is not depreciated.

2.8

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation 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 reporting 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.

2.9

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 27

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.10

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.11

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

2.12

Investment property

Investment property is carried at fair value determined annually by the directors with support from external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

Property held for development comprises costs directly attributable to development projects, including premiums paid for long-term leasehold interests, legal and professional fees, planning and design costs, and construction expenditure incurred during the development phase. Property held for development is held at cost until such point as fair value becomes reliably determinable or development is complete.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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. Work in progress and finished goods include labour and attributable overheads.

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.

2.15

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 28

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 and 12 of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group 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 Group'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.

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.

Page 29

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.17

Financial instruments (continued)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 30

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.18

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.

2.19

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £1,000.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at the average for the year. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.20

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.21

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 31

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.22

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.23

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.

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

2.24

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 32

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The following judgements (including the key areas of estimation uncertainty) have had the most significant effect on amounts recognised in the financial statements:

Revaluation of tangible fixed assets

The long term leasehold improvements and freehold property is held under the revaluation model based on detailed valuation reports completed by independent valuation specialists. These valuers hold recognised and relevant professional qualifications. The valuations are based on discounted cash flow models which include judgements surrounding future performance and market factors.

Fair value of investment properties

Investment property is held at fair value based on detailed valuation reports completed by independent valuation specialists. These valuers hold recognised and relevant professional qualifications. The valuations are based on typically prime yields of properties in the surrounding area which includes judgements relating to various market factors and conditions.

Premium on property portfolio

As permitted under FRS 102, the group applies the revaluation model to land and buildings. As part of this process, management has included a portfolio premium of approximately £102.3m (2025: £108.7m) in the valuation of the hotel property portfolio. This reflects the belief that, as a consolidated group of high-quality, centrally located London and New York hotels, the properties would command stronger buyer appetite and tighter yields than if sold individually.

The premium is based on external valuation advice from qualified UK and US valuers, who indicated that a 25–50 basis point yield compression is reasonable for portfolios of this type, reflecting observable market participant behaviour. The directors believe this represents the fair value that a market participant would pay for the portfolio as a whole, excluding any synergies or intangible brand value that would be entity-specific. The valuation is sensitive to the assumed level of portfolio yield compression. If market appetite or achievable yield compression were lower than assumed, the fair value of the properties could be materially lower; for example, a 10 basis point reduction in the assumed yield compression would reduce the valuation of the hotel property portfolio by approximately £22 million (2025: £24 million).

There is no directly observable market transaction for a comparable portfolio in the current period, and the estimation of the premium involves significant judgement. If market appetite or achievable yield compression were lower than assumed, the fair value of the properties could be materially lower.

Page 33

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Rooms and apartments	188,953	150,391
Food and beverage	40,643	66,639
Other	1,694	2,629
Operating lease rental income	18	18
Kit Kemp Residential	582	611
Management fees from third parties	10	15
	231,900	220,303

Analysis of turnover by country of destination:

					2026	2025
					£000	£000

United Kingdom	136,868	132,589
United States of America	95,032	87,714
	231,900	220,303

Depreciation	21,129	31,892
Impairment of fixed assets under construction	5,000	-
Exchange differences	(315)	23
Other operating lease rentals	5,095	4,993
Fair value loss on derivatives	2,091	2,766
Investment property fair value loss	1,843	2,029

Page 34

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Fees payable to the Company's for the audit of the consolidated and parent Company's financial statements	80	76
Fees payable to the Company's in respect of:
The auditing of subsidiary undertakings accounts	234	213
Taxation compliance services	52	58
All non-audit services not included above	45	43

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2026	2025
		£000	£000


Wages and salaries	53,994	52,874
Social security costs	5,500	4,529
Cost of defined contribution scheme	831	767
	60,325	58,170

The average monthly number of Group employees, including the directors, during the year was as follows:

	2026	2025
	No.	No.

Hotels and restaurants	1,634	1,616
Administration	104	122
Sales and marketing	25	25
Laundry	79	78

	1,842	1,841

The Company has no employees other than the directors, who did not receive any remuneration (2025 - £NIL)

Page 35

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

8.	Directors' remuneration
		2026	2025
		£000	£000

Directors' emoluments	1,038	579
Group contributions to defined contribution pension schemes	12	30
	1,050	609

	During the year retirement benefits were accruing to 1 directors (2025 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £552 thousand (2025 - £537 thousand).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2025 - £NIL).

9.	Interest receivable
		2026	2025
		£000	£000

Interest on bank deposits received

397

283

10.	Interest payable and similar expenses
		2026	2025
		£000	£000

Bank interest payable	34,690	27,177
Fair value loss on derivative financial instruments	2,091	2,766
	36,781	29,943

Page 36

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Corporation tax
Adjustments in respect of previous periods	-	(4)
Foreign tax
Foreign tax on income for the year	35	-
	35	-
Total current tax	35	(4)

Deferred tax
Origination and reversal of timing differences	(2,710)	(787)
Adjustments in respect of prior years	399	(268)
Total deferred tax	(2,311)	(1,055)


	Total tax credit	(2,276)	(1,059)

Page 37

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

11.Taxation (continued)

Loss on ordinary activities before tax

(24,858)

(30,493)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)	(6,215)	(7,623)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,756	1,221
Capital allowances for year in excess of depreciation	(3)	2
Difference in tax and accounts transfer in value	1,825	(272)
Adjustments to tax charge in respect of prior periods - deferred tax	454	(268)
Adjustments to tax charge in respect of prior periods - current tax	-	(4)
Group relief surrendered/(claimed)	-	(23)
Movement in deferred tax not recognised	68	7,595
Difference in tax rates	(149)	(1,671)
Income not taxable for tax purposes	(12)	(16)
Total tax credit for the year	(2,276)	(1,059)

Page 38

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

12.	Tangible fixed assets
	Group

	Freehold property and land	Long term leasehold improvements	Other	Assets in the course of construction	Total
	£000	£000	£000	£000	£000
Cost or valuation
At 1 February 2025 (as previously stated)	243,219	1,003,722	50,237	-	1,297,178
Prior year adjustment	-	(6,000)	-	-	(6,000)
At 1 February 2025 (as restated)	243,219	997,722	50,237	-	1,291,178
Additions	-	7,383	3,453	4,767	15,603
Disposals	-	(840)	(97)	-	(937)
Transfers between classes	271	-	-	9,310	9,581
Revaluations	(16,931)	(13,395)	-	-	(30,326)
Exchange adjustments	-	(47,080)	-	-	(47,080)
At 31 January 2026	226,559	943,790	53,593	14,077	1,238,019
Depreciation
At 1 February 2025	4,469	37,907	39,780	-	82,156
Charge for the year on owned assets	1,586	16,639	2,904	-	21,129
Disposals	-	(840)	-	-	(840)
Impairment charge	-	-	-	5,000	5,000
On revalued assets	(1,586)	(15,292)	-	-	(16,878)
Exchange adjustments	-	(444)	-	-	(444)
At 31 January 2026	4,469	37,970	42,684	5,000	90,123
Net book value
At 31 January 2026	222,090	905,820	10,909	9,077	1,147,896
At 31 January 2025 (as restated)	238,750	959,815	10,458	-	1,209,023

Page 39

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

12.Tangible fixed assets (continued)

Included in Other are fixtures fittings, equipment and motor vehicles.

Both the long-term leasehold improvements and freehold property within the UK were valued based on reports completed by independent valuation specialists, Cushman & Wakefield, Chartered Surveyors. The valuer holds a recognised and relevant professional qualification with recent experience in the location and category of the property being valued.

The valuation was carried out on the basis of fair value in accordance with the Appraisal and Valuation Manual of The Royal Institution of Chartered Surveyors.

The US properties were valued by HVS on the basis of fair value in accordance with US standard valuation practice and in line with FRS 102.

Group
Cost	507,849	531,044
Accumulated depreciation	(93,095)	(84,916)
Net book value	414,754	446,128

Group
Cost	172,838	171,977
Accumulated depreciation	(20,563)	(17,044)
Net book value	152,275	154,933

Page 40

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

13.	Investment property
	Group

	Freehold investment property	Long term leasehold investment property	Property held for development	Total
	£000	£000	£000	£000
Valuation
At 1 February 2025 (as previously stated)	42,685	-	9,310	51,995
Prior year adjustment	-	6,000	-	6,000
At 1 February 2025 (as restated)	42,685	6,000	9,310	57,995
Additions at cost	15	16,163	-	16,178
Surplus on revaluation	(869)	-	-	(869)
Transfers between classes	(271)	-	(9,310)	(9,581)
At 31 January 2026	41,560	22,163	-	63,723

On consolidation, a transfer between freehold investment property and other freehold property and land of £271,000 has been made, representing the reduction in the apportioned value of two units in a warehouse and part of an office space leased from one group entity to another. (2025: £700,000). The total reclassification to freehold property as at 31 January 2026 is £5,048,000 (2025: £4,725,000).
A hotel that was previously classified as an investment property held for development £9,310,000 has now been reclassified as a fixed asset under construction, as it will be used by the Group as a hotel when the project is completed.

The 2026 valuations were made by Cushman & Wakefield, Chartered Surveyors, on an open market value basis.

Page 41

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 February 2025	14,977
	At 31 January 2026	14,977

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Firmdale Hotels PLC	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%
Firmdale West End Ltd	18 Thurloe Place, London, SW7 2SP	Investment holding	Ordinary	100%
HY Hotels Ltd	18 Thurloe Place, London, SW7 2SP	Investment holding	Ordinary	100%
Number Sixteen Hotel Ltd	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%
Dorset Square Hotel (Freehold) Ltd	18 Thurloe Place, London, SW7 2SP	Property holding	Ordinary	100%
Palace Laundry Ltd	18 Thurloe Place, London, SW7 2SP	Laundry	Ordinary	100%
Firmdale Holdings (USA) Inc.	79 Crosby Street, New York, NY 10012, USA.	Investment holding	Ordinary	100%
Almondbox Property Ltd	18 Thurloe Place, London, SW7 2SP	Property holding	Ordinary	100%
Innovation Centre Ltd	18 Thurloe Place, London, SW7 2SP	Warehouse letting	Ordinary	100%
Bedford Place Hotel Ltd	18 Thurloe Place, London, SW7 2SP	Property holding	Ordinary	100%
Covent Garden Hotel (Freehold) Ltd	18 Thurloe Place, London, SW7 2SP	Property holding	Ordinary	100%
Kit Kemp Design Ltd	18 Thurloe Place, London, SW7 2SP	Design	Ordinary	100%
224 Shoreditch High Street Ltd	18 Thurloe Place, London, SW7 2SP	Dormant	Ordinary	100%

Page 42

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Direct subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 January 2026 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£000	£000

Firmdale Hotels PLC	162,181	1,837
Firmdale West End Ltd	-	-
HY Hotels Ltd	-	-
Number Sixteen Hotel Ltd	1,111	-
Dorset Square Hotel (Freehold) Ltd	(6,673)	2,584
Palace Laundry Ltd	(6,162)	(1,661)
Firmdale Holdings (USA) Inc.	(29,646)	(7,053)
Almondbox Property Ltd	(13,137)	721
Innovation Centre Ltd	1,159	(621)
Bedford Place Hotel Ltd	(5,870)	(5,319)
Covent Garden Hotel (Freehold) Ltd	(15,794)	(1,199)
Kit Kemp Design Ltd	1,442	629
224 Shoreditch High Street Ltd	-	-

Page 43

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026


Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Firmdale Property Investments Ltd	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%
Soho Hotel Ltd	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%
Ham Yard Investment Ltd	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%
21 Golden Square Ltd	18 Thurloe Place, London, SW7 2SP	Property holding	Ordinary	100%
Crosby Street Hotel Mezz LLC	79 Crosby Street, New York, NY 10012, USA.	Investment holding	Ordinary	100%
Crosby Street Hotel LLC	79 Crosby Street, New York, NY 10012, USA.	Hotelier	Ordinary	100%
56th Street Hotel Mezz LLC	79 Crosby Street, New York, NY 10012, USA.	Investment holding	Ordinary	100%
56th Street Hotel LLC	79 Crosby Street, New York, NY 10012, USA.	Hotelier	Ordinary	100%
Warren Street Hotel Mezz LLC	79 Crosby Street, New York, NY 10012, USA.	Investment holding	Ordinary	100%
Warren Street Hotel LLC	79 Crosby Street, New York, NY 10012, USA.	Hotelier	Ordinary	100%
Covent Garden Hotel (Leasehold) Ltd	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%
Dorset Square Hotel (Leasehold) Ltd	18 Thurloe Place, London, SW7 2SP	Hotelier	Ordinary	100%

Page 44

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

Indirect subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 January 2026 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£000	£000

Firmdale Property Investments Limited	22,514	(10,660)
Soho Hotel Limited	(7,301)	109
Ham Yard Investment Limited	98,943	(4,635)
21 Golden Square Limited	1,978	(45)
Crosby Street Hotel Mezz LLC	-	-
Crosby Street Hotel LLC	(6,371)	4,255
56th Street Hotel Mezz LLC	-	-
56th Street Hotel LLC	36,288	5,846
Warren Street Hotel Mezz LLC	-	-
Warren Street Hotel LLC	18,796	(9,609)
Covent Garden Hotel (Leasehold) Limited	2,049	(656)
Dorset Square Hotel (Leasehold) Limited	(1,378)	(943)

15.	Stocks
		Group	Group
		2026	2025
		£000	£000

	Food, beverage and general stocks	4,912	4,951

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 45

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

16.

Debtors

Group	Group	Company	Company
2026	2025	2026	2025
£000	£000	£000	£000


Trade debtors	1,735	2,051	-	-
Amounts owed by group undertakings	-	-	54,240	54,295
Other debtors	1,742	2,552	35	-
Prepayments and accrued income	7,592	8,700	-	-
Derivative instruments at fair value	136	535	-	-
	11,205	13,838	54,275	54,295

Crosby Street Hotel LLC, 56th Street Hotel LLC and Warren Street Hotel LLC have entered into various interest rate caps in accordance with their respective loan facilities.

On 27 November 2024, a $150m SOFR cap at 4% was entered into by Crosby Street Hotel LLC and 56th Street Hotel LLC with Wells Fargo, maturing on 27 November 2025, for a premium of $645,000. Unrealised losses on this cap for the year were $147,332. On the same date, Warren Street Hotel LLC entered into a $50m SOFR cap at 4% with Wells Fargo, maturing on 27 November 2025, for a premium of $222,000. This agreement requires monthly payments.
On 22 September 2025, Warren Street Hotel LLC entered into an interest rate cap agreement (The "New Warren Street Interest Rate Cap") with Wells Fargo Bank, N.A. The New Warren Street Interest Rate Cap has a notional amount of $26,250,000 and effectively caps SOFR at 4.75%, and matures on 22 September 2028. The company paid a premium of $42,800 upon entering the agreement, and were not required to make any additional payments.
On 22 September 2025, Crosby Street Hotel LLC and 56th Street Hotel LLC entered into an interest rate cap agreement (the "New Interest Rate Cap") with Wells Fargo Bank, N.A. The New Interest Rate Cap has a notional amount of $198,750,000, effectively caps SOFR at 4.75% and matures on 22 September 2028. Crosby Hotel LLc and 56th Street Hotel LLC paid a premium of $324,000 upon entering the agreement and were not required to make any additional payments.

Overall, for the year ended 31 January 2026, the total unrealised loss on these derivative instruments recognised in the consolidated statement of profit and loss was $844,761 (2025: $988,222).

The Group utilises Interest Rate caps and Swaps, to reduce interest rate risk and does not hold or issue derivative financial instruments for trading or speculative purposes.

Page 46

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

17.	Cash and cash equivalents
		Group	Group
		2026	2025
		£000	£000

	Cash at bank and in hand	28,991	22,520

Included in cash and cash equivalents is restricted cash of £4,408,961 (2025: £4,002,706).

Restricted cash represents funds held in escrow for property taxes, insurance, and furniture, fixtures and equipment reserves as required by the Company's US lender.

18.	Financial instruments
		Group	Group
		2026	2025
		£000	£000

Financial assets
Financial assets measured at amortised cost	32,468	27,123
Financial assets at fair value through the profit and loss	136	535
	32,604	27,658

Financial liabilities
Financial liabilities measured at amortised cost	501,619	544,071
Other financial liabilities measured at fair value through profit or loss	3,442	1,991
	505,061	546,062

	Financial assets measured at amortised cost comprise cash, trade debtors, other debtors and amounts owed by related parties. Financial assets at fair value through the profit or loss represent derivative financial instruments.
	Financial liabilities measured at amortised cost comprise bank loans, accruals, trade creditors, other creditors, amounts owed to group undertakings and other loans.
	Other financial liabilities measured at fair value through profit or loss represent derivative financial instruments.

Page 47

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2026	2025	2026	2025
		£000	£000	£000	£000

Bank loans	6,161	167,429	-	-
Deferred financing fees	-	(328)	-	-
Trade creditors	6,369	6,605	-	-
Amounts owed to group undertakings	-	-	2	2
Other taxation and social security	3,750	3,269	-	-
Other creditors	6,990	3,253	-	-
Accruals and deferred income	5,570	9,102	-	-
	28,840	189,330	2	2

Bank loans and overdrafts are secured by:

∙legal charges over the freehold and leasehold properties of the Group;

∙fixed and floating charges over the book debts and other assets of the Group;

∙investment in the wholly owned subsidiary, Firmdale Holdings (USA) Inc;

∙investment in the wholly owned subsidiary, Soho Hotel Limited, and;

∙investment in the wholly owned subsidiary, Firmdale Property Investments Limited.

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Page 48

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

20.	Creditors: Amounts falling due after more than one year
		Group	Group
		2026	2025
		£000	£000

Bank loans	456,969	282,988
Rolling credit facility	15,000	15,000
Deferred rent	59,113	60,021
Derivative instruments at fair value	3,442	1,991
	534,524	360,000

As at the reporting date, the Group held two interest rate swap agreements to manage exposure to interest rate fluctuations on its variable rate borrowings. These instruments are measured at fair value in accordance with FRS 102, Section 12 Other Financial Instruments Issues.

On 14 November 2024, Firmdale Property Investments Limited entered into an interest rate swap agreement with Lloyds Bank plc in respect of a notional loan of £80 million. Under the terms of the agreement, the Group has effectively fixed the SONIA interest rate at 4.16% for the term of the contract. The swap matures on 14 November 2029 and is settled on a net basis. No premium was paid on inception of the contract.

At the reporting date, the derivative has been revalued to a liability of £1,520,050 (2025: £925,340), which represents the fair value loss that has been recognised as a loss in the profit and loss account for the year.

On 18 November 2024, Ham Yard Investments Limited entered into an interest rate swap agreement with HSBC Bank plc in respect of a notional loan of £104.85 million. The swap fixes the SONIA interest rate at 4.134% and is also settled on a net basis. The agreement matures on 13 November 2029 and no premium was paid at inception.

As at the reporting date, the fair value of the derivative is a liability of £1,921,904 (2025: £1,065,956), which represents the loss that has been recognised as a loss in the profit and loss account for the year.

Page 49

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2026	2025
		£000	£000

Amounts falling due within one year
Bank loans	6,161	167,429
Deferred financing fees	-	(328)
Amounts falling due 1-2 years
Bank loans	177,235	22,789
Amounts falling due 2-5 years
Bank loans	279,734	260,199
Rolling credit facility	15,000	15,000
	478,130	465,089

Page 50

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

21.Loans (continued)

Included within bank loans are facilities with five providers; HSBC Bank plc, Wells Fargo, Lloyds Bank plc, Coutts & Co and Investec Bank plc.

Included within loans are facilities with Wells Fargo and the US entities, Crosby Street and 56th Street LLC for $150m and Warren Street for $50m (construction loan). These facilities were refinanced on 27 November 2019 with interest accruing from this date at a margin of 3% above US LIBOR. The facility was repayable in full on 27 November 2023 with the option for three one-year extensions, two of which were exercised extending the maturity date to 27 November 2025. On 22 September 2025, Crosby Street refinanced the Facility through a $225 million loan agreement, comprising $100 million allocated to Crosby Street, $100 million to 56th Street LLC, and $25 million to Warren Street. The facility bears interest at SOFR plus 2.5% and matures on 22 September 2028, with the option for 3 one-year extensions. The total amount outstanding at year end was £164.4m (2025 - £161.4m), net of deferred financing costs of £1.17m (2025 - £0.3m).

The note above includes a £100m loan facility drawn from Lloyds Bank plc on 13th November 2024 by a subsidiary, Firmdale Property Investments Ltd, 80% of which is fixed at 4.16% interest plus 2.35% margin, the balance at SONIA plus 2.35%. In addition it includes a Revolving Credit Facility from the lender of £15.0m, fully drawn at 31 January 2026, attracting interest at 2.35% above SONIA. Both facilities mature on 12th November 2029. In addition on 28 May 2025 Firmdale Property Investments Ltd arranged a £10.0 million Facility C term loan, which bears interest at a floating rate of SONIA plus a margin of 2.95% per annum and is contractually repayable on 27 May 2027.

On 18 November 2024, one of the subsidiaries, Ham Yard Investments Limited entered into a £126.5m loan with HSBC UK Bank PLC. An amount of £116.5m is repayable on 13 November 2029, and an amount of £5m is repayable on 13 November 2026. Interest is payable on these loans at 2.25% above SONIA. Included within this agreement, on 18 November 2024, Ham Yard Investments Limited entered into an interest rate swap agreement with HSBC Bank plc in respect of a notional loan of £104.85 million. The swap fixes the SONIA interest rate at 4.134% and is also settled on a net basis and matures on 13 November 2029.

On 28 February 2024, a loan was entered into between Covent Garden Hotel (Freehold) Limited and Coutts & Co. for two facilities. Facility A is for £34.5m and accrues interest at a fixed rate of 6.551% per annum. It is repayable in instalments ending 27 February 2028. Facility B is for £15m and accrues interest at a variable rate based on SONIA plus 2.5% margin. It is repayable in full on 27 February 2028. The total amount outstanding as at the year end was £47.8m (2025 - £48.6m).

The note above includes a £12m loan obtained by Dorset Square Hotel (Freehold) Limited from Coutts & Co. which accrues interest at SONIA plus 2.25% per annum and is repayable in full on 27 February 2028. The total amount outstanding as at the year end was £11.8m (2025 - £12m).
The note above includes a loan from Investec Bank plc for £10m obtained by Almondbox Limited, which was reduced from £12m in the year, and the repayment date extended a further 3 years to 25 January 2029. Interest is incurred at base rate + 2.75% margin. The total amount outstanding as at the year end was £10m.
The note above includes a £125 million loan facility with Lloyds Bank plc, for a subsidiary Firmdale Property Investments Limited, consisting of a £100 million Facility A term loan and a £15 million Facility B revolving credit facility, both of which bear interest at a floating rate of SONIA plus a margin of 2.35% per annum. Facility A and Facility B are contractually repayable on 14 November 2029. In addition, Firmdale Property Investments Limited has a £10 million Facility C term loan, which bears interest at a floating rate of SONIA plus a margin of 2.95% per annum and is contractually repayable on 27 May 2027.

Bank loans are secured by fixed and floating charges over the assets of the company.

Page 51

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

22.	Deferred taxation
	Group

	2026	2025
	£000	£000

At beginning of year	(157,414)	(170,566)
Credited to profit or loss	2,312	1,056
Credited/(charged) to other comprehensive income	13,912	12,096
Exchange adjustments	3,524	-
At end of year	(137,666)	(157,414)

Company



At end of year	-	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2026	2025
	£000	£000

Accelerated capital allowances	13,996	(20,603)
Tax losses carried forward	14,195	25,224
Capital gains	(165,553)	(156,355)
Short term timing difference	-	320
Unrealised gains in foreign currency	(304)	(6,000)
	(137,666)	(157,414)

There is no deferred tax arising in the parent company (2025: £Nil).

Page 52

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

23.	Share capital
		2026	2025
		£000	£000

Allotted, called up and fully paid

1,977,275 (2025 - 1,977,275) Ordinary shares of £1.00 each	1,977	1,977

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not cover any rights of redemption.

24.

Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Revaluation reserve

This reserve records the amount above the historic cost of tangible fixed assets. The amount of depreciation provided on book value which represents a surplus on valuation is transferred as a reserves movement to retained earnings.

Profit and loss account

This reserve records all historical profits and losses recognised by the Group, net of any tax due and dividends declared.

25.	Prior year adjustment

During the year, management reassessed the accounting treatment of the retail units forming part of the Ham Yard Hotel development and concluded that these properties meet the definition of investment property under FRS 102 Section 16, as they are held to earn rental income. In prior periods, the retail units had been incorrectly included within leasehold property and accounted for under the revaluation model in accordance with FRS 102 Section 17.

The comparative financial statements have therefore been restated for the earliest period presented to reclassify the retail units from Long-term leasehold property improvements to investment property. As a consequence, depreciation previously recognised in respect of the retail units and the associated revaluation reserve movements have been reversed, with fair value movements recognised in profit or loss in accordance with FRS 102 Section 16. The impact of the restatement on the comparative financial statements is set out below.

A reclassification of tangible fixed assets has been made to amend £6,000,000 to investment property after consideration of the use of the property. Profit and loss reserves have increased by £2,481,022 and revaluation reserves decreased by the same amount. There was no effect on the results for the year.

Page 53

FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

26.	Contingent assets

The group is involved in legal proceedings in respect of a negligence matter from which an economic benefit is considered probable. The proceedings relate to a claim arising from a failure to secure and maintain appropriate insurance arrangements, which is considered to have resulted in losses being incurred during the Covid-19 pandemic. At the reporting date, it is impracticable to provide a reliable estimate of the potential financial effect of the claim. Further information required by Section 21.16 of FRS 102 has not been disclosed on the grounds that such disclosure could prejudice the outcome of the matter.

The entity is involved in legal proceedings in relation to the recovery of interchange fees charged on payment card transactions, from which appropriate financial compensation is considered probable. The proceedings remain ongoing and are subject to further legal and judicial processes, including appeals and determination of quantum. At the reporting date, it is impracticable to provide a reliable estimate of the potential financial effect of the claim. Further information required by Section 21.16 of FRS 102 has not been disclosed on the grounds that such disclosure could prejudice the outcome of the matter

27.	Capital commitments
	At 31 January 2026 the Group had capital commitments as follows:
		Group	Group
		2026	2025
		£000	£000

Contracted for but not provided in these financial statements

7,398

663

The Group has contracted professional fees in connection with an acquisition of a piece of Freehold land in Shoreditch High Street, as well as contracted work for the redevelopment of three properties in Bedford Place into a Townhouse hotel.

28.	Pension commitments

The Group operates a defined contribution scheme for certain employees. The assets of the scheme are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £830,680 (2025 - £767,333). Contributions totalling £172,141 (2025 - £153,516) were payable to the fund at the reporting date and are included in other creditors.

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FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

29.	Commitments under operating leases
	At 31 January 2026 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2026	2025
		£000	£000

Not later than 1 year	24,151	15,029
Later than 1 year and not later than 5 years	94,657	59,357
Later than 5 years	1,564,745	969,503
	1,683,553	1,043,889

At 31 January 2026 the Group had future minimum rentals receivable under non-cancellable operating leases as follows:

		Group	Group
		2026	2025
		£000	£000

Not later than 1 year	2,078	1,351
Later than 1 year and not later than 5 years	2,995	557
	5,073	1,908

The Group holds two office properties, one residential property and one warehouse unit as investment properties as disclosed in note 13. The offices are occupied under non-cancellable leases and have remaining terms of between one and four years. The residential property is freehold tenure and is let to third parties.

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FIRMDALE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

30.

Related party transactions

The Company has taken advantage of the exemption available under paragraph 33.1A of the Financial Reporting Standard 102 not to disclose transaction with other wholly owned members of the Group.

At the reporting date, Mr T J R Kemp, a director and shareholder of Firmdale Holdings Limited was owed £100,758 by the Group (2025 - £2,491). The maximum amount owing to the Group during the year was £1,071,315 (2025 - £1,966,823). The loan was interest free.

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. The total aggregate compensation paid to the key management personnel (including directors' remuneration as disclosed in note 9) by the Group was £2,979,867 (2025 - £2,902,160).

During the year, the Group received fees at a market rate of £9,606 (2025 - £15,108) from Mr T J R Kemp in respect of administration and management of a property on his behalf.

At the reporting date £5,333 (2025: £1,478) was owed to Chelsea Textiles Limited by two members in the group, Firmdale Hotels PLC, and Crosby Street Hotel. A member of key management personnel of Chelsea Textiles Ltd is a shareholder of the ultimate parent of Firmdale Hotels Plc. During the year Firmdale Hotels Plc purchased goods to the value of £69,269 (2025: £40,702) and received royalties to the value of £9,723 (2025: £14,822) from Chelsea Textiles Limited. The US entities purchased goods to the value of $38,545 (2025: $15,508) representing materials used for furnishings in the hotel.

During the year, a payment of £120,000 (2025: £100,000) was made to Red Investment Limited in relation to property consultancy services. A member of key management personnel in Firmdale is a director for Red Investments Limited. The balance remaining between the Group and Red Investments Limited at year end was £Nil (2025: £Nil)

In the reporting period, one of the subsidiaries of the Group, Covent Garden Hotel (Leasehold) Ltd, made purchases of £24,000 (2025: £24,000) from Pusey Farm Ltd with respect to food produce for the hotel restaurant. A member of key management personnel of Pusey Farm Ltd is a shareholder of Firmdale Holdings Limited, the parent company. At the reporting date, £Nil (2025: £Nil) was owed to Pusey Farm Ltd.

The company has a commercial sponsorship agreement with Miss W Kemp, a direct relation of a director of the company, who competes at national level for dressage as well as being eligible for Team GB international competitions. Under the terms of the agreement £200,000 (2025 Nil) was paid towards Miss Kemp’s equestrian expenses during the year.

At the reporting date, a balance of £Nil (2025: £932,000) was payable to Mandela Way Ltd, which has a common shareholder and held in other creditors. This amount is interest free and repayable on demand.

31.	Controlling party

There is no ultimate controlling party.

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