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Registered number: 14597288 COVENT GARDEN HOTEL (LEASEHOLD) LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED COMPANY INFORMATION
Directors | J K Kemp
| T Kemp
| C C Ring
| M T Soden
Company secretary | M T Soden
Registered number | 14597288
Registered office | 18 Thurloe Place
| London
| United Kingdom
| SW7 2SP
Independent auditor | MHA
| Statutory Auditor
| 6th Floor
| 2 London Wall Place
| London
| EC2Y 5AU
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11 - 12
Notes to the financial statements | 13 - 26
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 JANUARY 2026
Introduction
The directors have pleasure in presenting their report and the financial statements of the Company for the year ended 31 January 2026.
Business review
The Company continued to hold the long term leasehold interest in the Covent Garden Hotel and operate that hotel. The hotel continues to be 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. Interest rate risk The Company’s interest rate policy has the twin objectives of minimising net interest expense whilst providing protection from material adverse movements in interest rates. The Company had no debt at any time during the period and therefore has no exposure to interest rate risk. Currency risk The Company faces minimal currency risk as it operates wholly in the UK.
Financial key performance indicators
The Company's hotel is managed by Firmdale Hotels Plc and Firmdale Hotels Plc recorded revenues of £15.4m (2025: £15.0m) during the financial period, an increase of 2.5%. The accommodation operated at an average occupancy of 83.1% (2025: 81.7%), an average room rate of £604 (2025: £606) and revenue per available room (RevPAR) of £502 (2025: £496) an increase of 1.3%. Page 1
COVENT GARDEN HOTEL (LEASEHOLD) 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 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.
This report was approved by the board and signed on its behalf.
T Kemp Director
Date: 22 July 2026
Page 2
COVENT GARDEN HOTEL (LEASEHOLD) 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 judgments 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 operator.
Results and dividends
The loss for the year, after taxation, amounted to £656,407 (2025 - loss £1,092,719). During the year, the directors did not propose any dividend.
Directors
The directors who served during the year were:
J K Kemp
T Kemp
C C Ring
M T Soden
Future developments
There are no future developments to report. Page 3
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 JANUARY 2026
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.
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.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
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 Kemp Director
Date: 22 July 2026
Page 4
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVENT GARDEN HOTEL (LEASEHOLD) LIMITED
Opinion
We have audited the financial statements of Covent Garden Hotel (Leasehold) Limited (the 'Company') for the year ended 31 January 2026, which comprise the Statement of comprehensive income, the Balance sheet, 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 loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVENT GARDEN HOTEL (LEASEHOLD) 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 has 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
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVENT GARDEN HOTEL (LEASEHOLD) 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 of 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
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COVENT GARDEN HOTEL (LEASEHOLD) 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 Date: MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).29 July 2026 Page 8
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JANUARY 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 15,365,958 | 14,993,588
Cost of sales |  | (9,571,220) | (9,427,292)
Gross profit |  | 5,794,738 | 5,566,296
Administrative expenses |  | (6,994,989) | (7,251,240)
Operating loss | 5 | (1,200,251) | (1,684,944)
Tax on loss | 8 | 543,844 | 592,225
Loss for the financial year |  | (656,407) | (1,092,719)
Other comprehensive income for the year |  |  |
Unrealised surplus/(deficit) on revaluation of tangible fixed assets |  | 577,750 | (5,492,327)
Deferred tax charge on revalued leasehold property |  | (144,438) | 1,373,082
Other comprehensive income for the year |  | 433,312 | (4,119,245)
Total comprehensive income for the year |  | (223,095) | (5,211,964)
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 26 form part of these financial statements.
Page 9
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED REGISTERED NUMBER: 14597288 BALANCE SHEET AS AT 31 JANUARY 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 38,354,945 |  | 40,181,483
Current assets |  |  |  |  |
Stocks | 10 | 76,538 |  | 71,044 |
Debtors: amounts falling due within one year | 11 | 502,628 |  | 168,754 |
Cash at bank and in hand | 12 | 686,266 |  | 608,702 |
|  | 1,265,432 |  | 848,500 |
Creditors: amounts falling due within one year | 13 | (37,571,060) |  | (38,685,378) |
Net current liabilities |  |  | (36,305,628) |  | (37,836,878)
Provisions for liabilities |  |  |  |  |
Deferred tax | 14 | - |  | (72,193) |
|  |  | - |  | (72,193)
Net assets |  |  | 2,049,317 |  | 2,272,412
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 100 |  | 100
Revaluation reserve | 16 |  | 3,270,385 |  | 2,876,842
Profit and loss account | 16 |  | (1,221,168) |  | (604,530)
|  |  | 2,049,317 |  | 2,272,412
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
T Kemp
Director
Date: 22 July 2026
The notes on pages 13 to 26 form part of these financial statements. Page 10
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2026
| Called up share capital | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 February 2025 | 100 | 2,876,842 | (604,530) | 2,272,412
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (656,407) | (656,407)
Surplus on revaluation of leasehold property | - | 577,750 | - | 577,750
Deferred tax charge on revaluation of leasehold property | - | (144,438) | - | (144,438)
Total comprehensive income for the year | - | 433,312 | (656,407) | (223,095)
Transfer to/from profit and loss account | - | (39,769) | 39,769 | -
At 31 January 2026 | 100 | 3,270,385 | (1,221,168) | 2,049,317
| The notes on pages 13 to 26 form part of these financial statements.
Page 11
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2025
| Called up share capital | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 February 2024 | 100 | 7,323,558 | 160,718 | 7,484,376
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (1,092,719) | (1,092,719)
Deficit on revaluation of leasehold property | - | (5,492,327) | - | (5,492,327)
Deferred tax charge on revaluation of leasehold property | - | 1,373,082 | - | 1,373,082
Other comprehensive income for the year | - | (4,119,245) | - | (4,119,245)
Total comprehensive income for the year | - | (4,119,245) | (1,092,719) | (5,211,964)
Transfer to/from profit and loss account | - | (327,471) | 327,471 | -
At 31 January 2025 | 100 | 2,876,842 | (604,530) | 2,272,412
| The notes on pages 13 to 26 form part of these financial statements.
Page 12
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
1. | General information
Covent Garden Hotel (Leasehold) Ltd is a private company, limited by shares, incorporated and registered in England and Wales under the Companies Act 2006. The Company's registered office is 18 Thurloe Place, London, SW7 2SP. The Company's principal place of business is 10 Monmouth Street, London WC2H 9HB. The Company's functional and presentational currency is pound sterling (GBP), rounded to the nearest £1. 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 judgment 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
COVENT GARDEN HOTEL (LEASEHOLD) 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 is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 14
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.5 | 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. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax 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 balance sheet date. Page 15
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.8 | 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. 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 | - | Over the lease term
|  |  |  | Fixtures, fittings and equipment | - | 15 - 20%
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.9 | Revaluation of tangible fixed assets
Individual freehold 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 balance sheet date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
| 2.10 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.11 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 16
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.12 | 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.
| 2.13 | 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.
| 2.14 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.15 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 17
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
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. 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. Page 18
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 2.Accounting policies (continued)
| 2.15 | Financial instruments (continued)
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.
3. | Judgments 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 leasehold property: Long term leasehold property is held at fair value based on detailed valuation reports completed by independent valuation specialists. These valuers hold recognised and relevant professional qualifications. The valuations are based on discounted cash flow models which include judgements surrounding future performance and market factors.
4. | Turnover
| All turnover arose within the United Kingdom.
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Depreciation | 2,517,605 | 2,728,185
| Other operating lease rentals | 2,059,109 | 2,060,281
Page 19
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
6. | Auditor's remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 15,200 | 14,500
| 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
|  |  |  |  | £ | £
| Wages and salaries | 4,795,757 | 4,273,880
| Social security costs | 466,536 | 366,965
| Cost of defined contribution scheme | 79,876 | 72,651
|  | 5,342,169 | 4,713,496
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Hotel staff | 110 | 112
|  | Directors | 4 | 4
|  |  | 114 | 116
Page 20
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
8. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Origination and reversal of timing differences | (543,844) | (592,225)
| Tax on loss | (543,844) | (592,225)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,200,251) | (1,684,944)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%) | (300,063) | (421,236)
| Effects of: |  |
| Group relief | (243,781) | (170,989)
| Total tax charge for the year | (543,844) | (592,225)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 21
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
9. | Tangible fixed assets
|  | Long-term leasehold property | Fixtures and fittings | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 February 2025 | 35,300,000 | 6,830,120 | 42,130,120
| Additions | - | 113,317 | 113,317
| Revaluations | (900,000) | - | (900,000)
| At 31 January 2026 | 34,400,000 | 6,943,437 | 41,343,437
| Depreciation |  |  |
| At 1 February 2025 | - | 1,948,637 | 1,948,637
| Charge for the year on owned assets | 1,477,750 | 1,039,855 | 2,517,605
| On revalued assets | (1,477,750) | - | (1,477,750)
| At 31 January 2026 | - | 2,988,492 | 2,988,492
| Net book value |  |  |
| At 31 January 2026 | 34,400,000 | 3,954,945 | 38,354,945
| At 31 January 2025 | 35,300,000 | 4,881,483 | 40,181,483
| On 28 February 2023, a fellow group company, Firmdale Property Investments Limited, assigned to this company its leasehold interest in the Covent Garden Hotel for £34.35m. The valuation at the reporting date is based on a detailed valuation report completed by Cushman & Wakefield, Chartered Surveyors, an independent valuer with a recognised and relevant professional qualification and with recent experience in the location and category of the property being valued. The value is reflective of the leasehold interest only at the reporting date.
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COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026 9.Tangible fixed assets (continued)
| If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cost | 34,350,000 | 34,350,000
| Accumulated depreciation | (4,034,494) | (2,596,514)
| Net book value | 30,315,506 | 31,753,486
10. | Stocks
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Food and beverage | 76,538 | 71,044
11. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade debtors | 26,949 | 2,683
| Other debtors | 148,466 | 166,071
| Deferred taxation | 327,213 | -
|  | 502,628 | 168,754
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
12. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 686,266 | 608,702
Page 23
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
13. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 37,206,453 | 38,437,008
| Other taxation and social security | 50,577 | 69,667
| Other creditors | 284,954 | 159,213
| Accruals and deferred income | 29,076 | 19,490
|  | 37,571,060 | 38,685,378
14. | Deferred taxation
|  | 2026
|  | £
| At beginning of year | 72,193
| Credited to profit or loss | (543,844)
| Credited to other comprehensive income | 144,438
| At end of year | (327,213)
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Accelerated capital allowances | (339,713) | (165,307)
| Revaluation gains in relation to long term leasehold property | 12,500 | 237,500
|  | (327,213) | 72,193
15. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2025 - 100) Ordinary shares of £1.00 each | 100 | 100
| 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.
Page 24
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
16. | Reserves
Revaluation reserve This reserve records the amount above the historic cost of tangible fixed assets. The amount of depreciation provided on book value which represents a surplus on valuation is transferred as a reserves movement to 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.
17. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge for the period represents contributions payable by the Company to the fund and amounted to £79,876 (2025: £72,651). No contributions were payable to the fund at either year end.
18. | 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
|  |  |  |  | £ | £
| Not later than 1 year | 2,060,256 | 2,060,256
| Later than 1 year and not later than 5 years | 8,241,024 | 8,241,024
| Later than 5 years | 38,947,305 | 41,007,561
|  | 49,248,585 | 51,308,841
19. | 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. During the year the Company made purchases to the value of £24,000 (2025: £24,000) from Pusey Farm Limited. At the reporting date £Nil (2025: £Nil) was owed to Pusey Farm Limited. A member of key management personnel of Pusey Farm Limited is a shareholder of the ultimate parent of Covent Garden Hotel (Leasehold) Limited.
Page 25
COVENT GARDEN HOTEL (LEASEHOLD) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2026
20. | Controlling party
The immediate parent undertaking is Covent Garden Hotel (Freehold) Limited, a company registered in England and Wales. The Company is included within the consolidation of the Firmdale Holdings Limited group and this is the parent of the smallest and largest group which draws up consolidated financial statements. Firmdale Holdings Limited registered office address is 18 Thurloe Place, London, SW7 2SP. The consolidated accounts of this group are publicly available from the Registrar of Companies.
Page 26