Company registration number 12970464 (England and Wales)
PPHE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PPHE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
V Ebbon
G Hegarty
Company number
12970464
Registered office
County Hall – Riverside Building
2nd Floor
Belvedere Road
London
SE1 7GP
Auditor
Bourner Bullock
Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE
Bankers
Santander UK Plc
PPHE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 20
PPHE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of a holding company.

Review of the business

The company is acting as a holding company for the year to 31 December 202 5. The company made a profit in the year of £18,120 k (202 4: £6,873 k), due to the dividends received of £18,141k.

The statement of financial position shows that the net carrying value of the Company’s net assets at the year-end was £845,242k (2024: net assets of £845,264k).

Principal risks and uncertainties

The Company is directly exposed to the risks associated with the hotel industry as follows:

a. Treasury operations

The Company has no external borrowings and so its principal instruments are cash balances. In addition, the company has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from the operations of the business.

b. Liquidity risk

The Company manages its cash requirements at a G roup level to maximise interest income and minimise interest expense, whilst ensuring that the company has sufficient liquid resources to meet the operating needs of its business.

c. Interest rate risk

The company is exposed to fair value interest rate risk on its bank overdraft facility only. Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligation which is part subject to a floating interest rate of SONIA plus a margin.

d. Foreign currency risk

At the year-end, there were no commitments to forward purchase any foreign currency. The Directors do not believe there is any significant foreign exchange risk.

e. Credit risk

Investments of cash surpluses are made with the company’s main bankers. Receivable balances are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Future business developments

The directors expect the Company to continue in its current form as that of a holding company.

PPHE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Section 172 statement

The directors of the Company must act in a way they consider, in good faith, would most likely promote the success of the Company for the benefits of its members as a whole, and in doing so have regard (amongst other matters) to:

- the likely consequences of any decision in the long term;

- the interests of the Company’s employees;

- the need to foster the Company’s business relationships with customers and others;

- the impact of the Company’s operations on the community and the environment;

- the desirability of the Company maintaining a reputation for high standards of business conduct; and

- the need to act fairly as between members of the Company.

The Board considers that it has complied in all material respects set out in Section 172(1) (a-f). The following paragraphs summarise how the directors fulfil their duties:

- The Directors fulfil their duties by engaging regularly with key stakeholders such as group and/or parent entities with open communication and periodic meetings held to ensure all issues and/or decisions are being taken in line with the Company’s values and objectives – future forecasts are presented and discussed to ensure decisions which have long term implications are considered and agreed;

- The Directors and Senior management team recognise that a dynamic and motivated workforce is key to delivering against the future growth strategy of the business, and in this regard employee participation is critical. The Company ensures that the wellbeing of employees is being considered throughout the year.

- The Directors ensure that a culture of transparency and collaboration is taken, both when engaging with key stakeholders and with employees across the Company – meetings are held with the Senior Leadership team regularly whereby the key messages for the Company are then communicated throughout the various teams. Supplier and customer perspectives are also included in these meetings to ensure that these relationships are upheld and satisfaction is met;

- The Directors consider that the Company’s reputation is critical when it is in relation to business conduct and actions taken through the year – by ensuring close and open communication with the Senior Leadership team, the directors employ a frequent check on business standards, updates and developments to enable high standards of business conduct, and that no material issues arise in this regard.

- The Company culture also includes a focus on building and maintaining relationships with key suppliers and customers, whose support is paramount to the ongoing success of the business. Key suppliers are kept up to date with business developments and offered opportunities as they arise for continued and growing business. Key customers have built a strong relationship with the Company which allows for a joint beneficial relationship with increased business and a common trust on the level of service provided.

- The Company engages with employees on an ongoing basis to ensure sufficient training, development and promotion opportunities are being presented to them. Open communication channels within the Company allow for employees to excel in specific areas which they are strongest/most interested in – for example there are various management programmes which seek to develop high potential candidates into future leaders.

On behalf of the board

V Ebbon
G Hegarty
Director
Director
1 July 2026
PPHE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £18,141k. The Directors recommend payment of a final dividend of £10,709 k.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

V Ebbon
G Hegarty
Supplier payment policy

The company’s current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the company’s contractual and other legal obligations.

Post reporting date events

The Company has distributed a dividend of £10,709k.

Auditor

The auditor, Bourner Bullock, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

In line with 'Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018' and related accompanying government guidance 'Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements: March 2019', the Company is required to provide details of its carbon and energy use.

The information relating to the Company has been included in the financial statements of PPHE Hotel Group Ltd, which includes the consolidated information for the entire UK group of entities.

Strategic report

A review of the business including future developments and principal risks and uncertainties are not shown in the Directors’ Report as this information is included within the Strategic Report under s414C(11) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

PPHE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Going concern

As at 31 December 2025 the Company’s net assets at the year-end was £845,242k (2024: net assets of £845,264k). The directors have reviewed detailed business plans and cash flow projections to 31 December 202 7 and believe that the company has sufficient cash resources to cover both working capital and capital expenditure requirements.

The D irectors consider this to be sufficient to support the business if required. The D irectors are satisfied that it is appropriate to prepare accounts on a going concern basis.

On behalf of the board
V Ebbon
G Hegarty
Director
Director
1 July 2026
PPHE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PPHE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PPHE HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of PPHE Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' true r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

PPHE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PPHE HOLDINGS LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting regulations, Company Law, Tax and Pensions legislation and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

PPHE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PPHE HOLDINGS LIMITED (CONTINUED)
- 8 -

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Russell Joseph (Senior Statutory Auditor)
For and on behalf of Bourner Bullock, Statutory Auditor
Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE
1 July 2026
PPHE HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£'000
£'000
Revenue
-
-
Administrative expenses
(22)
(59)
Operating loss
(22)
(59)
Interest receivable and similar income
5
18,141
24,266
Interest payable and similar charges
6
-
0
(17,334)
Profit before taxation
18,119
6,873
Tax on profit
7
-
0
-
0
Profit and total comprehensive income for the year
18,119
6,873

The notes on pages 12 to 20 form part of these financial statements.

PPHE HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Non-current assets
Investments
9
845,387
845,387
Current liabilities
Trade and other payables
11
145
123
Net current liabilities
(145)
(123)
Total assets less current liabilities
845,242
845,264
Equity
Called up share capital
12
-
0
-
0
Share premium account
13
394,959
394,959
Capital contribution
14
487,340
505,481
Retained earnings
(37,057)
(55,176)
Total equity
845,242
845,264

The notes on pages 12 to 20 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
V Ebbon
G Hegarty
Director
Director
Company registration number 12970464 (England and Wales)
PPHE HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Capital contribution
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2024
-
0
394,959
-
0
(50,349)
344,610
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
6,873
6,873
Transactions with owners:
Dividends
8
-
-
-
(11,700)
(11,700)
Transfer to other reserves
-
-
505,481
-
0
505,481
Balance at 31 December 2024
-
0
394,959
505,481
(55,176)
845,264
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
18,119
18,119
Transactions with owners:
Dividends
-
-
(18,141)
-
(18,141)
Balance at 31 December 2025
-
0
394,959
487,340
(37,057)
845,242

The notes on pages 12 to 20 form part of these financial statements.

PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

PPHE Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is County Hall – Riverside Building, 2nd Floor, Belvedere Road, London, SE1 7GP. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS101 paragraph 8:

- The requirement of IFRS 7 ‘Financial Instruments: Disclosures’ relating to the true disclosure of financial instruments and the nature and extent of risks arising from such instruments;

- The applicable requirements of IAS 36 ‘Impairment of Assets’ relating to the disclosures true of estimates used to measure recoverable amounts;

- The applicable requirements of IAS 1 ‘Presentation of Financial Statements’ relating to true the disclosure of comparative information in respect of the number of shares outstanding at the beginning and end of the period (IAS 1.79a, iv), t he reconciliation of the carrying true amount of property, plant and equipment (IAS 16.73e) and the reconciliation of the true carrying amount of intangible assets (IAS 18.118e);

- The requirement of IAS 1 ‘Presentation of Financial Statements’ paragraph 10(d), the true requirements to make an explicit and unreserved statement of compliance with IFRS; The requirements of IAS 1 ‘Presentation of Financial Statements’ paragraphs 38A t o 40D relating to disclosures of comparative information;

- The requirement of IAS 1 ‘Presentation of Financial Statements’ paragraphs 134 to 136 true relating to the disclosure of capital management policies and objectives;

- The requirements of IAS 7 ‘Statement of Cash Flows’ and IAS 1 ‘Presentation of true Financial Statements’ paragraph 10(d), 111 relating to the presentation of a Cash Flow Statement;

- The requirements of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and true Errors’ paragraphs 30 and 31 relating to the disclosure of standards, amendments and interpretations in issue but not yet effective; and

- The requirements of IAS 24 ‘Related Party Disclosures’ paragraph 17 relating to the true disclosure of key management personnel compensation and relating to the disclosure of true related party transactions entered into between the Company and other wholly-owned subsidiaries of the group.

For the disclosure exemptions listed in the above points, the equivalent disclosures are included in the consolidated financial statements of the PPHE Hotel Group Limited which the Company is consolidated into and that are publicly available from www.pphe.com

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

PPHE Holdings Limited is a wholly owned subsidiary of PPHE Hotel Group Ltd and the results of PPHE Holdings Limited are included in the consolidated financial statements of PPHE Hotel Group Ltd.

PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

As at true 31 December 2025 the Company’s net assets at the year-end was £845,242k (2024: net assets of £845,264k). The directors have reviewed detailed business plans and cash flow projections to 31 December 202 7 and believe that the company has sufficient cash resources to cover both working capital and capital expenditure requirements.

The directors consider this to be sufficient to support the business if required. The directors are satisfied that it is appropriate to prepare accounts on a going concern basis.

1.3
Non-current investments

The Company’s investment in subsidiary undertakings is recognised at cost and is accounted for net of impairment losses.

1.4
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

The company’s financial assets include Trade and other receivables and Cash and cash equivalents.

Trade and other receivables

Trade and other receivables are measured at initial recognition at fair value, and subsequently measured at amortised cost. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents are recognised as financial assets. They comprise cash held by the Group and short term bank deposits with an original maturity date of three months or less.

1.6
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments.

The company’s financial liabilities include Trade and other payables.

Trade payables

Trade payables are initially recognised as financial liabilities measured at fair value, and subsequent to initial recognition measured at amortised cost.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are initially recorded in the entity’s functional currency by applying the exchange rate at the monthly average rate. Monetary assets and liabilities denominated in foreign currencies are retranslated using the year end closing rate. All differences are taken to profit or loss.

PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

There were no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities in the year ended 31 December 2025.

3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
8
8
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Management
2
2

The Directors' remuneration is borne by another Group company.

5
Interest receivable and similar income
2025
2024
£'000
£'000
Income from fixed asset investments
Income from shares in group undertakings
18,141
24,266

During the year, the Company received dividends totalling £18,141k (2024: £24,266k) from Park Plaza Hotels (UK) L imited.

6
Interest payable and similar charges
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
-
0
17,334
PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
7
Taxation
2025
2024
£'000
£'000
UK corporation tax on profits for the current period
-
-
Adjustments in respect of prior periods
-
-
Deferred tax
Origination and reversal of temporary differences
-
0
-
0

The charge for the year can be reconciled to the profit per the income statement as follows:

2025
2024
£'000
£'000
Profit before taxation
18,119
6,873
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
4,530
1,718
Effect of expenses not deductible in determining taxable profit
-
0
(6,067)
Income not taxable
(4,535)
-
0
Group relief
5
4,349
Taxation charge for the year
-
-
8
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£'000
£'000
£'000
£'000
Ordinary shares
Dividend paid
179.61
115.84
18,141
11,700
9
Investments
Current
Non-current
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Investments in subsidiaries
-
-
845,387
845,387
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
1 Westminster Bridge Plaza Management Company Limited
United Kingdom
Hotel Operation
Ordinary
56.70
PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Subsidiaries
Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
(Continued)
- 17 -
A40 Office BV
Netherlands
Holding
Ordinary
100.00
A40 Data Centre BV
Netherlands
Holding
Ordinary
100.00
ABK Hotel Holding BV
Netherlands
Holding
Ordinary
66.10
ACO Hotel Holding BV
Netherlands
Holding
Ordinary
66.10
Amsterdam Airport Hotel Holding BV
Netherlands
Holding
Ordinary
100.00
Amsterdam Airport Hotel Operator BV
Netherlands
Holding
Ordinary
100.00
Arena 88 Rooms d.o.o. Beograd-Palilula
Serbia
Hotel Operation
Ordinary
66.10
ARENA FRANZ Ferdinand GmbH
Austria
Hotel company
Ordinary
66.10
Arena Hospitality Group dd
Croatia
Hotel Operation
Ordinary
66.10
Arena Hospitality Management doo
Croatia
Management
Ordinary
66.10
Art'amsterdam Hotel Operator BV
Netherlands
Hotel Operation
Ordinary
100.00
Art'otel Berlin City Center West GmbH
Germany
Hotel Operation
Ordinary
66.10
art'otel köln betriebsgeselschaft GmbH
Germany
Hotel Operation
Ordinary
66.10
Artotel (I.L) Management Services Limited
Israel
Holding
Ordinary
100.00
Aspirations Limited
Guernsey
Holding
Ordinary
51.00
Bora BV
Netherlands
Holding
Ordinary
100.00
Bora Finco BV
Netherlands
Holding
Ordinary
100.00
County Hall Hotel Holdings BV
Netherlands
Holding
Ordinary
100.00
Dvadeset Osam doo
Croatia
Holding
Ordinary
100.00
Eindhoven Hotel Operator BV
Netherlands
Hotel Operation
Ordinary
100.00
Euro Sea Hotels NV
Netherlands
Holding
Ordinary
100.00
Germany Real Estate BV
Netherlands
Holding
Ordinary
66.10
Grandis Netherlands Holdings BV
Netherlands
Holding
Ordinary
100.00
Hotel Club Construction BV
Netherlands
Holding
Ordinary
100.00
Hotel Leeds Holding BV
Netherlands
Holding
Ordinary
100.00
Hotel Nottingham Holding BV
Netherlands
Holding
Ordinary
100.00
Hoxton Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
51.00
Leeds Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
100.00
Marlbray Limited
United Kingdom
Holding
Ordinary
100.00
Mazurana doo
Croatia
Holding
Ordinary
66.10
North Lambeth Holding BV
Netherlands
Holding
Ordinary
100.00
Nottingham Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
100.00
Park Plaza Germany Holdings GmbH
Germany
Holding
Ordinary
66.10
Park Plaza Hospitality Services (UK) Limited
United Kingdom
Restaurant
Ordinary
100.00
Park Plaza Hotels (Germany) Services GmbH
Germany
Holding
Ordinary
66.10
Park Plaza Hotels (UK) Services Limited
United Kingdom
Management
Ordinary
100.00
Park Plaza Hotels BerlinWallstrasse GmbH
Germany
Hotel Operation
Ordinary
66.10
PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Subsidiaries
Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
(Continued)
- 18 -
Park Plaza Hotels Europe (Germany) BV
Netherlands
Holding
Ordinary
100.00
Park Plaza Hotels Europe BV
Netherlands
Management
Ordinary
100.00
Park Plaza Hotels Europe Holdings BV
Netherlands
Holding
Ordinary
100.00
Park Plaza Nurnberg GmbH
Germany
Hotel Operation
Ordinary
66.10
Park Royal Hotel Holding BV
Netherlands
Holding
Ordinary
100.00
Park Royal Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
100.00
Parkvondel Hotel Holding BV
Netherlands
Holding
Ordinary
100.00
Parkvondel Hotel Operator BV
Netherlands
Hotel Operation
Ordinary
100.00
Parkvondel Hotel Real Estate BV
Netherlands
Holding
Ordinary
100.00
PPHE Art Holding BV
Netherlands
Holding
Ordinary
100.00
PPHE Coop BV
Netherlands
Holding
Ordinary
100.00
PPHE Germany BV
Netherlands
Holding
Ordinary
100.00
PPHE Germany Holdings GmbH
Germany
Holding
Ordinary
66.10
PPHE Headco Limited
United Kingdom
Holding
Ordinary
100.00
PPHE Hoxton BV
Netherlands
Holding
Ordinary
51.00
PPHE Living Limited
United Kingdom
Holding
Ordinary
100.00
PPHE Management (Croatia) BV
Netherlands
Holding
Ordinary
100.00
PPHE Netherlands BV
Netherlands
Holding
Ordinary
100.00
PPHE NL Region BV
Netherlands
Holding
Ordinary
100.00
PPHE Nürnberg Operator Hotelbetriebsgesellschaft GmbH
Germany
Holding
Ordinary
66.10
PPHE Support Services Limited
United Kingdom
Hotel Operation
Ordinary
100.00
PPHE UK Holding BV
Netherlands
Holding
Ordinary
100.00
PPHE USA Holding BV
Netherlands
Holding
Ordinary
100.00
PPHE USA BV
Netherlands
Holding
Ordinary
100.00
PPHE West 29th Street USA Inc
Delaware
Holding
Ordinary
100.00
PPWL Parent BV
Netherlands
Holding
Ordinary
100.00
Riverbank Hotel Holding BV
Netherlands
Holding
Ordinary
51.00
Riverbank Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
51.00
Sherlock Holmes Hotel Shop Limited
United Kingdom
Restaurant
Ordinary
100.00
Sherlock Holmes Park Plaza Limited
United Kingdom
Hotel Operation
Ordinary
100.00
Signature Sub BV
Netherlands
Holding
Ordinary
51.00
Signature Top Ltd
United Kingdom
Holding
Ordinary
51.00
Signature Top II Ltd
United Kingdom
Holding
Ordinary
51.00
Società Immobiliare Alessandro De Gasperis S.r.l
Italy
Hotel Operation
Ordinary
51.00
Suf Holding BV
Netherlands
Holding
Ordinary
100.00
Sugarhill Investments BV
Netherlands
Holding
Ordinary
66.10
SW Szallodauze-melteto Kft
Hungary
Hotel Operation
Ordinary
66.10
The Mandarin Hotel BV
Netherlands
Hotel Operation
Ordinary
100.00
PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Subsidiaries
Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
(Continued)
- 19 -
Tozi Restaurant Operator Limited
United Kingdom
Restaurant
Ordinary
100.00
Ulika doo
Croatia
Holding
Ordinary
66.10
Utrecht Hotel Holding BV
Netherlands
Holding
Ordinary
100.00
Utrecht Hotel Operator BV
Netherlands
Hotel Operation
Ordinary
100.00
Victoria Amsterdam Hotel Holding BV
Netherlands
Holding
Ordinary
100.00
Victoria Amsterdam Hotel Operator BV
Netherlands
Holding
Ordinary
100.00
Victoria London (Real Estate) BV
Netherlands
Holding
Ordinary
100.00
Victoria London BV
Netherlands
Holding
Ordinary
100.00
Victoria Monument BV
Netherlands
Holding
Ordinary
100.00
Victoria Park Plaza Operator Limited
United Kingdom
Hotel Operation
Ordinary
100.00
W29 Development LLC
Delaware
Holding
Ordinary
100.00
W29 Owner LLC
Delaware
Holding
Ordinary
100.00
Waterloo Hotel Holding BV
Netherlands
Holding
Ordinary
100.00
Waterloo Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
100.00
Westminster Bridge Hotel Operator Limited
United Kingdom
Hotel Operation
Ordinary
100.00
Westminster Bridge London (Real Estate) BV
Netherlands
Holding
Ordinary
100.00
Westminster Bridge London BV
Netherlands
Holding
Ordinary
100.00
Park Plaza Hotels (UK) Limited
United Kingdom
Holding
Ordinary
100.00
Leman St Holdings Limited
United Kingdom
Holding
Ordinary
51.00
Hoxton Co-Working Limited
United Kingdom
Dormant
Ordinary
51.00
11
Trade and other payables
2025
2024
£'000
£'000
Amounts owed to fellow group undertakings
130
111
Accruals and deferred income
15
12
145
123

Amounts owed to fellow Group undertakings are non interest bearing and repayable on demand.

12
Share capital
2025
2024
Ordinary share capital
Number
Number
Ordinary shares of £1 each
101
101

The Company has one class of ordinary shares which carry no right to fixed income.

PPHE HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
13
Share premium account
2025
2024
£'000
£'000
At the beginning and end of the year
394,959
394,959

The share premium arose in the year ended 31 December 2023 as part of the restructuring within the G roup and C ompany in the year.

14
Capital contribution
2025
2024
£'000
£'000
At the beginning of the year
505,481
-
Additions
-
505,481
Dividends
(18,141)
-
At the end of the year
487,340
505,481
15
Contingent liabilities

Santander Bank UK Plc hold the following guarantees and charges:

- A first fixed charge over the shares of the company and shareholder loans.

16
Events after the reporting date

The Company has distributed a dividend of £10,709k.

17
Controlling party

The company’s immediate parent and ultimate parent undertaking was PPHE Hotel Group Limited, a company registered in Guernsey. Copies of the consolidated financial statements of PPHE Hotel Group Limited are available to the public on the Company’s website at www.pphe.com.

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