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Registered number: 04805199 SOHO HOTEL LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
SOHO HOTEL LIMITED COMPANY INFORMATION
Directors | T J R Kemp
| J K Kemp
| C C Ring
| M T Soden
Company secretary | M T Soden
Registered number | 04805199
Registered office | 18 Thurloe Place
| London
| SW7 2SP
Independent auditor | MHA
| Statutory Auditor
| 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
SOHO HOTEL LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Statement of comprehensive income | 9
Statement of financial position | 10
Statement of changes in equity | 11 - 12
Notes to the financial statements | 13 - 29
SOHO HOTEL LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2026
Introduction
The directors present their report and the audited financial statements for the year ended 31 January 2026.
Business review
The principal activity of the Company is holding a long leasehold interest in The Soho Hotel. The hotel is managed by Firmdale Hotels Plc, a fellow group company.
Principal risks and uncertainties
The principal financial risks faced by the company, and the company's objectives and policies in relation to those risks, are as follows: Cash flow risk The finance department closely manages the company's cash flow. Detailed cash flow forecasts are regularly prepared with the objective of alerting the directors to potential future risks. It is the company's policy to ensure that forecast funding requirements can be met with available committed facilities. Please also refer to going concern section below which further details liquidity requirements and the directors’ consideration of this position.
Financial key performance indicators
The company's hotel is managed by Firmdale Hotels Plc and has aggregate revenues of £25.4m (2025: £25.0m) for the full financial year, an increase of 1.6% over the prior year. The hotel operated at an occupancy of 83.9% (2025: 82.2%) and an average room rate of £586 (2025: £597). This represented a slight rooms yield (RevPAR) increase over the prior year. Food and beverage saw a revenue decline of just under 0.5% to £7.1m. Conversion of revenues to gross operating profit was 41.0% (2025: 43.9%). Page 1
SOHO HOTEL LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
Going concern
In assessing the company’s ability to continue as a going concern, the directors have considered the cash flow forecasts, liabilities, and funding arrangements of the wider Firmdale Holdings Ltd group (“the Group”), of which the company is a member. The company is reliant on continued financial support from the Group in order to meet its liabilities as they fall due. Accordingly, the directors have considered the funding and liquidity position of the Group as a whole in assessing the appropriateness of preparing 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 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 during February created some drag on first quarter trading, leading to a Group Earnings shortfall to budget. 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 outperform budget. The prospects for the remainder of the year are good subject to no material escalation of 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. This report was approved by the board and signed on its behalf.
T J R Kemp Director
Date: 22 July 2026
Page 2
SOHO HOTEL 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 Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 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 for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the company is that of a luxury hotel property owner and operator. The hotel is managed by Firmdale Hotels Plc, a fellow group company.
Results and dividends
The profit for the year, after taxation, amounted to £109 thousand (2025 - £415 thousand). 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
J K Kemp
C C Ring
M T Soden
Page 3
SOHO HOTEL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
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 of the company's exposure to risks such as cash flow and liquidity risk has been provided in the strategic report on page 1.
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.
Matters covered in the 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 - 2.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
T J R Kemp Director
Date: 22 July 2026
Page 4
SOHO HOTEL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOHO HOTEL LIMITED
Opinion
We have audited the financial statements of Soho Hotel Limited (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 Company's affairs as at 31 January 2026 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 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 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 5
SOHO HOTEL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOHO HOTEL 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 6
SOHO HOTEL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOHO HOTEL LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙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 7
SOHO HOTEL LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOHO HOTEL 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 8
SOHO HOTEL LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JANUARY 2026
| 2026 | 2025
Note | £000 | £000
Turnover | 4 | 25,387 | 24,985
Cost of sales |  | (16,128) | (14,155)
Gross profit |  | 9,259 | 10,830
Administrative expenses |  | (8,911) | (8,997)
Operating profit | 5 | 348 | 1,833
Interest receivable and similar income | 8 | 14 | 16
Interest payable and similar expenses | 9 | - | (1,524)
Profit before tax |  | 362 | 325
Tax on profit | 10 | (253) | 90
Profit for the financial year |  | 109 | 415
Other comprehensive income for the year |  |  |
Unrealised deficit on revaluation of tangible fixed assets |  | (5,798) | (2,456)
Deferred tax credit on revalued leasehold property |  | 1,450 | 614
Other comprehensive income for the year |  | (4,348) | (1,842)
Total comprehensive income for the year |  | (4,239) | (1,427)
There were no recognised gains and losses for 2026 or 2025 other than those included in the statement of comprehensive income.
The notes on pages 13 to 29 form part of these financial statements.
Page 9
SOHO HOTEL LIMITED REGISTERED NUMBER: 04805199 STATEMENT OF FINANCIAL POSITION AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £000 |  | £000
Fixed assets |  |  |  |  |
Tangible assets | 11 |  | 80,827 |  | 88,174
|  |  | 80,827 |  | 88,174
Current assets |  |  |  |  |
Stocks | 12 | 141 |  | 143 |
Debtors: amounts falling due within one year | 13 | 512 |  | 630 |
Cash at bank and in hand | 14 | 103 |  | 459 |
|  | 756 |  | 1,232 |
Creditors: amounts falling due within one year | 15 | (78,799) |  | (81,186) |
Net current liabilities |  |  | (78,043) |  | (79,954)
Total assets less current liabilities |  |  | 2,784 |  | 8,220
Provisions for liabilities |  |  |  |  |
Deferred tax | 16 | (10,085) |  | (11,282) |
|  |  | (10,085) |  | (11,282)
Net liabilities |  |  | (7,301) |  | (3,062)
Capital and reserves |  |  |  |  |
Revaluation reserve | 18 |  | 12,571 |  | 17,495
Profit and loss account | 18 |  | (19,872) |  | (20,557)
|  |  | (7,301) |  | (3,062)
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 13 to 29 form part of these financial statements. Page 10
SOHO HOTEL LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Revaluation reserve | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 February 2025 | 17,495 | (20,557) | (3,062)
Comprehensive income for the year |  |  |
Profit for the year | - | 109 | 109
Deficit on revaluation of leasehold property | (5,798) | - | (5,798)
Deferred tax credit on revalued leasehold property | 1,450 | - | 1,450
Total comprehensive income for the year | (4,348) | 109 | (4,239)
Transfer to/from profit and loss account | (576) | 576 | -
At 31 January 2026 | 12,571 | (19,872) | (7,301)
| The notes on pages 13 to 29 form part of these financial statements.
Page 11
SOHO HOTEL LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2025
| Revaluation reserve | Profit and loss account | Total equity
| £000 | £000 | £000
At 1 February 2024 | 19,955 | (21,590) | (1,635)
Comprehensive income for the year |  |  |
Profit for the year | - | 415 | 415
Deficit on revaluation of leasehold property | (2,456) | - | (2,456)
Deferred tax charge on revalued leasehold property | 614 | - | 614
Total comprehensive income for the year | (1,842) | 415 | (1,427)
Transfer to/from profit and loss account | (618) | 618 | -
At 31 January 2025 | 17,495 | (20,557) | (3,062)
| The notes on pages 13 to 29 form part of these financial statements.
Page 12
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
1. | General information
Soho Hotel Limited is a private company, limited by shares, registered and incorporated in England and Wales under the Companies Act, registered number 04805199. The company's registered office is 18 Thurloe Place, London, SW7 2SP. The principal activity of the company is that of owner and operator of the Soho Hotel. The hotel is managed by Firmdale Hotels Plc, a fellow group company. The Company's functional and presentational currency is pound sterling (GBP), rounded to the nearest £1,000. 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 management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Firmdale Holdings Limited as at 31 January 2026 and these financial statements may be obtained from the Registrar of Companies. Page 13
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.3 | Going concern
In assessing the company’s ability to continue as a going concern, the directors have considered the cash flow forecasts, liabilities, and funding arrangements of the wider Firmdale Holdings Ltd group (“the Group”), of which the company is a member. The company is reliant on continued financial support from the Group in order to meet its liabilities as they fall due. Accordingly, the directors have considered the funding and liquidity position of the Group as a whole in assessing the appropriateness of preparing 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 with a new $225m facility for 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. 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 outperform budget. The prospects for the remainder of the year are good subject to no material escalation of 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.
| 2.4 | Revenue
Revenue represents amounts receivable for accommodation, food and beverage sales and ancillary hotel services provided in the normal course of business. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 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. Page 14
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.5 | 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 Company 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 Company. 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. 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. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property improvements | - | Over the lease term
|  |  |  | Plant and machinery | - | 5 years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.6 | 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.
| 2.7 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Page 15
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.8 | 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.
| 2.9 | 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.
| 2.10 | 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.
| 2.11 | 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.
| 2.12 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.13 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 16
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.14 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date. To the extent that the holiday pay adjustments give rise to an asset balance at the reporting date the amount is reported in prepayments.
| 2.15 | 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 operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 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.
| 2.16 | 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.
| 2.17 | 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 charged as an expense to profit or loss. Page 17
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.18 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. 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 18
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.18 | 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled. Page 19
SOHO HOTEL 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 valuation for the long-term leasehold of Soho Hotel is based on a detailed valuation report completed by Cushman & Wakefield, Chartered Surveyors, an independent valuation specialist with a recognised and relevant professional qualification and with recent experience in the location and category of the property being valued. The valuation was carried out on the basis of discounted cash flow models which include judgements surrounding future performance and market conditions.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Rooms | 17,948 | 17,427
| Food and beverage | 7,094 | 7,128
| Other | 345 | 430
|  | 25,387 | 24,985
| All turnover arose within the United Kingdom.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Depreciation of tangible fixed assets | 1,641 | 1,671
| Other operating lease rentals | 3,339 | 3,343
| During the year, no director received any emoluments (2025 - £Nil).
Page 20
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements | 18 | 17
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Wages and salaries | 8,035 | 7,383
| Social security costs | 770 | 607
| Cost of defined contribution scheme | 117 | 112
|  | 8,922 | 8,102
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Directors | 4 | 4
|  | Hotel staff | 211 | 215
|  |  | 215 | 219
8. | Interest receivable
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Bank interest receivable | 14 | 16
Page 21
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
9. | Interest payable and similar expenses
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Bank interest payable | - | 1,524
10. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Adjustments in respect of previous periods | - | (12)
|  | - | (12)
| Total current tax | - | (12)
| Deferred tax |  |
| Origination and reversal of timing differences | 253 | (78)
| Total deferred tax | 253 | (78)
| Tax on profit | 253 | (90)
Page 22
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2025 - lower than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Profit on ordinary activities before tax | 362 | 325
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | 91 | 81
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | - | 3
| Adjustments to tax charge in respect of prior periods | 162 | (12)
| Fixed asset differences | - | 1
| Corporate interest restriction allocated | - | (163)
| Total tax charge for the year | 253 | (90)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 23
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
11. | Tangible fixed assets
|  | Long-term leasehold property improvements | Plant and machinery | Total
|  | £000 | £000 | £000
| Cost or valuation |  |  |
| At 1 February 2025 | 87,700 | 11,979 | 99,679
| Additions | - | 92 | 92
| Revaluations | (7,300) | - | (7,300)
| At 31 January 2026 | 80,400 | 12,071 | 92,471
| Depreciation |  |  |
| At 1 February 2025 | - | 11,505 | 11,505
| Charge for the year on owned assets | 1,502 | 139 | 1,641
| On revalued assets | (1,502) | - | (1,502)
| At 31 January 2026 | - | 11,644 | 11,644
| Net book value |  |  |
| At 31 January 2026 | 80,400 | 427 | 80,827
| At 31 January 2025 | 87,700 | 474 | 88,174
The valuation for the long-term leasehold of Soho Hotel is based on a detailed valuation report completed by Cushman & Wakefield, Chartered Surveyors, an independent valuation specialist with a recognised and relevant professional qualification and with recent experience in the location and category of the property being valued. The valuation was carried out on the basis of discounted cash flow models which include judgements surrounding future performance and market conditions. Page 24
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 11.Tangible fixed assets (continued)
| If the long term leasehold property improvements had not been included at valuation they would have been included under the historical cost convention as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Cost | 67,128 | 67,128
| Accumulated depreciation | (13,092) | (12,166)
| Net book value | 54,036 | 54,962
12. | Stocks
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Food and beverage stock | 141 | 143
| The replacement cost of stock was not materially different to the amount stated above.
13. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Trade debtors | 110 | 142
| Other debtors | 402 | 488
|  | 512 | 630
| All amounts shown under debtors fall due for payment within one year.
14. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 103 | 459
Page 25
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Amounts owed to group undertakings | 78,311 | 80,862
| Other creditors | 426 | 301
| Accruals and deferred income | 62 | 23
|  | 78,799 | 81,186
| Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.
16. | Deferred taxation
|  | 2026 | 2025
|  | £000 | £000
| At beginning of year | 11,282 | 11,974
| Charged to the profit and loss | 253 | (78)
| Credited/(charged) to other comprehensive income | (1,450) | (614)
| At end of year | 10,085 | 11,282
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Fixed asset timing differences | (122) | (157)
| Tax losses carried forward and other deductions | (2,430) | (2,946)
| Temporary difference on the revaluation of leasehold property | 12,637 | 14,385
|  | 10,085 | 11,282
Page 26
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
17. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2025 - 1) Ordinary share of £1.00 | 1 | 1
| The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
18. | Reserves
Revaluation reserve The reserve records the amount above the historic cost of tangible fixed assets. The amount of depreciation provided on the book value which represents a surplus on valuation is transferred as a reserves movement to the profit and loss account. Profit and loss account Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
19. | Contingent liabilities
The Company is party to a loan facility amounting to £125,000,000 which is secured by legal charges over properties owned by the Company and Firmdale Property Investments Limited, a fellow subsidiary of Firmdale Holdings Limited. The security package also includes charges over certain operating and deposit bank accounts, hotel revenues, insurance proceeds, hedging rights and all assets of the borrowing entities. Under the terms of the facility, both companies are jointly and severally liable for the full balance outstanding. In the event that Firmdale Property Investments Limited is unable to meet its share of the facility and interest repayments, the Company may be required to settle the outstanding balance. Accordingly, an amount of £125,000,000 is disclosed as a contingent liability at the reporting date. Management considers the likelihood of this contingent liability crystallising to be remote based on the current financial position of Firmdale Property Investments Limited. Page 27
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
20. | Contingent asset
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. The entity 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.
21. | Pension commitments
The company operates a defined contribution scheme for employees. The assets of the scheme are held separately from those of the company in independently administered funds. The pension cost charge for the year represents contributions payable by the company to the funds and amounted to £117,159 (2025 - £112,183). No contributions were payable to the fund at either reporting date.
22. | Commitments under operating leases
| At 31 January 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £000 | £000
| Not later than 1 year | 3,339 | 3,343
| Later than 1 year and not later than 5 years | 13,356 | 13,356
| Later than 5 years | 178,426 | 181,765
|  | 195,121 | 198,464
23.Financial commitments On 14 November 2024 a legal fixed and floating charge was registered to Lloyds Bank over the leasehold property at Soho Hotel, 4 and 6 Richmond Mews, as a cross charge with Firmdale West End Limited, Firmdale Property Investments Limited (both members of the Firmdale Group) and Soho Hotel Limited.
24. | 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 transactions with other wholly owned members of the group.
Page 28
SOHO HOTEL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
25. | Controlling party
The immediate parent and controlling company is Firmdale West End Limited, a company registered in England and Wales. The ultimate parent company is Firmdale Holdings Limited, head of this group and a company registered in England and Wales. The consolidated accounts of this group, which is the smallest and largest to include the company, are available from the Registrar of Companies.
Page 29