Company registration number 04779387 (England and Wales)
MARLBRAY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
MARLBRAY LIMITED
COMPANY INFORMATION
Directors
V Ebbon
G Hegarty
Company number
04779387
Registered office
County Hall – Riverside Building
2nd Floor
Belvedere Road
London
SE1 7GP
Auditor
Bourner Bullock
Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE
Bankers
Santander UK Plc
AIG Asset Management (Europe) Limited
MARLBRAY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10 - 11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
MARLBRAY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of the Company is to lease units (apart-hotel rooms) within Park Plaza Westminster Bridge hotel.

Review of the business

The Company owns the freehold of an apart-hotel at the southern end of Westminster Bridge in London. The hotel has 1,023 apart-hotel units, which makes it one of the largest hotels in London with conferencing facilities. All apart-hotel units, except one, were sold to individuals and a related company and were delivered to the purchasers upon completion of their purchase. Given the straightforward nature of the business and that the Company is a holding company the directors are of the opinion that no added value would be achieved in detailing KPIs for a fuller understanding of the development, performance and position of the Company.

The statement of financial position shows that the net carrying value of the Company’s net assets at the year-end was £8,534k (2024: net assets of £17,299k).

Principal risks and uncertainties

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

a. Liquidity risk

The Company’s objective is to maintain a balance between continuity and flexibility of funding through the use of bank overdrafts and bank loans. The Company entered into long-term borrowings to finance the apart-hotel units which had remained unsold, and are in ownership of the companies within the group.

b. Interest rate risk

The Company has limited exposure to interest rate cash flow risk on a minor part of the borrowings. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligation which is part subject to a floating interest rate of LIBOR/SONIA plus a margin.

c. Foreign currency risk

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

d. Credit risk

Cash surpluses are invested with the Company's principal bankers. Receivable balances are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Future business developments

The directors expect the Company to continue in its current form to lease the units (apart-hotel rooms) in the Park Plaza Westminster Bridge hotel.

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

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

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

- the interests of the Company’s employees;

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

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

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

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

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

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

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

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

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

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

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

On behalf of the board

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

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

Results and dividends

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

Ordinary dividends were paid amounting to £22,500k. The directors do not recommend payment of a final dividend.

Directors

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

V Ebbon
G Hegarty
Supplier payment policy

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

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

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

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

Auditor

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

Energy and carbon report

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

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

Strategic report

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

Statement of disclosure to auditor

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

Going concern

As at 31 December 2025 the Company’s net assets at the year-end was £8,534k (2024: net assets of £17,299k). The directors have reviewed detailed business plans and cash flow projections to 31 December 202 7 and believe that the company has sufficient cash resources to cover both working capital and capital expenditure requirements.

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

MARLBRAY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
V Ebbon
G Hegarty
Director
Director
1 July 2026
MARLBRAY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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

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

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

- select suitable accounting policies and then apply them consistently;

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

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

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

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

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

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

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

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

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

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

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

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

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Russell Joseph (Senior Statutory Auditor)
For and on behalf of Bourner Bullock, Statutory Auditor
Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE
1 July 2026
MARLBRAY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£'000
£'000
Revenue
3
-
35
Administrative expenses
(1,580)
(1,217)
Operating loss
4
(1,580)
(1,182)
Interest receivable and similar income
7
20,534
69
Interest payable and similar charges
8
(3,667)
(3,751)
Other gains and losses
9
(1,552)
32,347
Profit before taxation
13,735
27,483
Tax on profit
10
-
0
-
0
Profit and total comprehensive income for the year
13,735
27,483

The notes on pages 13 to 25 form part of these financial statements.

MARLBRAY LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Non-current assets
Property, plant and equipment and income units sold to private investors
12
112,571
113,014
Investments
13
155,364
158,449
Non-current trade and other receivables
14
6,339
6,208
274,274
277,671
Current assets
Trade and other receivables
14
9,803
16,488
Cash and cash equivalents
29
76
9,832
16,564
Current liabilities
Borrowings
15
1,423
1,429
Trade and other payables
16
55,764
54,758
57,187
56,187
Net current liabilities
(47,355)
(39,623)
Total assets less current liabilities
226,919
238,048
Non-current liabilities
Borrowings
15
91,283
92,116
Financial liability in respect of income units sold to private investors
16
127,102
128,633
(218,385)
(220,749)
Net assets
8,534
17,299
Equity
Called up share capital
17
5,000
5,000
Share premium account
18
10
10
Retained earnings
3,524
12,289
Total equity
8,534
17,299

The notes on pages 13 to 25 form part of these financial statements.

MARLBRAY LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
V Ebbon
G Hegarty
Director
Director
Company registration number 04779387 (England and Wales)
MARLBRAY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Retained earnings
Total
Notes
£'000
£'000
£'000
£'000
Balance at 1 January 2024
5,000
10
(15,194)
(10,184)
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
27,483
27,483
Balance at 31 December 2024
5,000
10
12,289
17,299
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
13,735
13,735
Transactions with owners:
Dividends
11
-
-
(22,500)
(22,500)
Balance at 31 December 2025
5,000
10
3,524
8,534

The notes on pages 13 to 25 form part of these financial statements.

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

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

The Company is a wholly-owned subsidiary of Westminster Bridge London BV, a company incorporated in the Netherlands. Its ultimate parent company is PPHE Hotel Group Limited, incorporated in Guernsey.

The Company owns a plot of land in London, which has been developed as the Park Plaza Westminster Bridge apart-hotel. Revenues mainly relate to the income (agency fee) that the company received from related parties. In return for a fixed fee the company is entitled only to the results of the sold units and the one unit that is retained by the Company.

1.1
Basis of preparation

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

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

The financial statements have been prepared under the historical cost convention, except for the revaluation of land and buildings. The principal accounting policies adopted are set out below.

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

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

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

- The applicable requirements of IAS 1 ‘Presentation of Financial Statements’ relating to true the disclosure of comparative information in respect of the number of shares outstanding at the beginning and end of the period (IAS 1.79a, iv), the reconciliation of the carrying true amount of property, plant and equipment (IAS 16.73e) and the reconciliation of the true carrying amount of intangible assets (IAS 18.118e);

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

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

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

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

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

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

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

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

Marlbray Limited is a wholly owned subsidiary of Westminster Bridge London BV and the results of Marlbray Limited are included in the consolidated financial statements of PPHE Hotel Group Ltd.

1.2
Going concern

As at true 31 December 2025 the Company’s net assets at the year-end was £8,534k (2024: net assets of £17,299k). The directors have reviewed detailed business plans and cash flow projections to 31 December 202 7 and believe that the company has sufficient cash resources to cover both working capital and capital expenditure requirements.

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

1.3
Revenue

Revenues relate to income earned on the units sold to private investors and is recognized when the hotel services relating to the units have been performed.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Buildings
1.05% of cost per annum
Fixtures, fittings, equipment & computers
6.7% - 33% of cost per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses recognised at the date of revaluation. Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value.

An annual transfer from the asset revaluation reserve to retained earnings is made for the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost. Additionally, accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

1.5
Non-current investments

Investments in subsidiaries are measured at fair value using the income multiple method, whereby the earnings of the company are multiplied with a factor that is derived from comparable companies in the market.

Movements in the fair value of subsidiaries are recognised in the Statement of Total Comprehensive Income.

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.6
Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

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

1.8
Financial assets

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

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

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

Trade and other receivables

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

Cash and cash equivalents

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

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.9
Financial liabilities

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

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

Trade payables

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

Bank borrowings

Interest bearing bank loans, overdrafts and other loans are recognised as financial liabilities and recorded at fair value, net of direct issue costs. Finance costs are accounted for on the accruals basis in the income statement using the effective interest rate.

Derecognition of financial liabilities

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

1.10
Equity instruments

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

1.11
Taxation

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

Current tax

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

Deferred tax

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

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

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.12
Employee benefits

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

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

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

1.13
Foreign exchange

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

2
Critical accounting estimates and judgements

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Fair value of subsidiaries

Subsidiaries are valued at fair value using the income multiple method, whereby the earnings of the company are multiplied with a factor that is derived from comparable companies in the market. These subsidiaries consist of 100% of the share capital in Westminster Bridge Hotel Operator Limited and Park Plaza Hospitality Services (UK) Limited.

3
Revenue
2025
2024
£'000
£'000
Revenue analysed by class of business
Recharges to Group entities
-
35
2025
2024
£'000
£'000
Revenue analysed by geographical market
United Kingdom
-
35
MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£'000
£'000
Depreciation of property, plant and equipment
1,560
1,457
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
20
20
6
Employees

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

2025
2024
Number
Number
Management
2
2

The Directors' remuneration is borne by another Group company.

7
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Bank interest
34
69
Income from fixed asset investments
Income from shares in group undertakings
20,500
-
0
Total income
20,534
69
MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
8
Interest payable and similar charges
2025
2024
£'000
£'000
Interest on financial liabilities measured at amortised cost:
Bank charges
40
41
Interest expenses AIG loan
3,580
3,673
3,620
3,714
Other finance costs:
Fair value derivative movements
47
37
Total finance costs
3,667
3,751
9
Other gains and losses
2025
2024
£'000
£'000
Net income for financial liability in respect of income units sold to private investors
1,532
1,434
Gain/(loss) on revaluation of investments
(3,084)
30,913
(1,552)
32,347

Net income for Financial liability in respect of income units sold to private investors

In 2010, the construction of Park Plaza Westminster Bridge London was completed and the hotel opened to paying customers. Out of 1,019 rooms, 535 rooms (‘Income Units’) were sold to private investors under a 999-year lease. The sales transactions are accounted for as an investment scheme in which the investors, in return for the upfront consideration paid for the Income Units, receive 999 years of net income from a specific revenue generating portion of an asset (contractual right to a stream of future cash flows). The amounts received upfront are accounted for as a floating-rate financial liability and are being recognised as income over the term of the lease (i.e. 999 years). Changes in future estimated cash flows from the Income Units are recognised in the period in which they occur. Four additional rooms were added to the hotel during 2023 as part of a renovation.

On completion of each sale the Company entered into income swap agreements for five years with the private investors. The income swap agreements included an obligation of the investors to assign the right to receive the net income derived from the rooms to the Company and an undertaking by the Company to pay to the investors an annual rent guarantee of approximately 6% of the purchase price for a five-year period commencing from the date of the completion of the sale. The income swap has been accounted for as a derivative. In 2014 and 2015, the Company entered into 56 income swap agreements for a further 5 years from the expiry date.

The units are accounted for at cost less accumulated depreciation. The replacement costs for the sold rooms are fully reimbursed by the investors. An amount of 4% of revenues is paid by the investors on an annual basis (‘FF&E reserves’) and is accounted for in the profit and loss. The difference between the actual depreciation cost and the FF&E reserve is a timing difference which is recorded on the statement of financial position as a receivable or liability to the investor in each respective year.

The amount of £1,532k (2024: £1,434k) recognised above relates to re-imbursed depreciation expense.

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
10
Taxation
2025
2024
£'000
£'000
UK corporation tax on profits for the current period
-
-
Adjustments in respect of prior periods
-
-
Deferred tax
Origination and reversal of temporary differences
-
0
-
0

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

2025
2024
£'000
£'000
Profit before taxation
13,735
27,483
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
3,434
6,871
Effect of expenses not deductible in determining taxable profit
1,085
300
Income not taxable
(5,455)
(8,045)
Group relief
5,207
874
Capital allowances
(4,271)
-
Taxation charge for the year
-
0
-

The Company has no provision for deferred tax. The unrecognised deferred tax asset calculated at 25% for 202 5 is £8,777 k (202 4: £8,777 k).

11
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£'000
£'000
Ordinary shares
Final dividend paid
4.50
-
22,500
-
12
Property, plant and equipment
Buildings
Fixtures, fittings, equipment & computers
Total
£'000
£'000
£'000
Cost
At 1 January 2025
127,540
13,905
141,445
Additions
38
1,079
1,117
Disposals
-
0
(270)
(270)
At 31 December 2025
127,578
14,714
142,292
MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Property, plant and equipment
Buildings
Fixtures, fittings, equipment & computers
Total
£'000
£'000
£'000
(Continued)
- 21 -
Accumulated depreciation and impairment
At 1 January 2025
17,729
10,702
28,431
Charge for the year
1,111
449
1,560
Eliminated on disposal
-
0
(270)
(270)
At 31 December 2025
18,840
10,881
29,721
Carrying amount
At 31 December 2025
108,738
3,833
112,571
At 31 December 2024
109,811
3,203
113,014

As at 31 December 202 5 the company owns the Park Plaza Westminster Bridge Hotel.

The fixed assets include 432 (2024: 447) rooms (‘Income Units’) in Park Plaza Westminster Bridge London, for which the cash flows, derived from the net income generated by these Income Units, were sold to investors. The proceeds from the purchases have been accounted for as a variable rate financial liability.

Land and buildings is made up of freehold land of £10 million and buildings of £11 8 million. Land is not depreciated and the building is depreciated at 1.05% of the costs per annum.

13
Investments
Current
Non-current
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Investments in subsidiaries
-
-
155,364
158,449
MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Investments
(Continued)
- 22 -
Movements in non-current investments
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2025
158,449
Valuation changes
(3,085)
At 31 December 2025
155,364
Carrying amount
At 31 December 2025
155,364
At 31 December 2024
158,449

Subsidiaries are valued at fair value using the income multiple method, whereby the earnings of the company are multiplied with a factor that is derived from comparable companies in the market. These subsidiaries consist of 100% of the share capital in Westminster Bridge Hotel Operator Limited and Park Plaza Hospitality Services (UK) Limited.

14
Trade and other receivables
Current
Non-current
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Non-current other receivables
-
-
6,331
6,153
Amounts owed by fellow group undertakings
9,799
16,475
-
0
-
0
Derivative financial instruments
-
-
8
55
Other receivables
4
13
-
-
9,803
16,488
6,339
6,208

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

Non-current other receivables

Amounts shown in non-current other receivables of £6,331k (2024: £6,153k) relates to restricted deposits with Santander but in favour of AIG Asset Management (Europe) Limited to cover the debt service.

15
Borrowings
Current
Non-current
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Borrowings held at amortised cost:
Bank loans
1,423
1,429
91,283
92,116
MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Borrowings
(Continued)
- 23 -
2025
2024
£'000
£'000
Secured borrowings included above:
Bank loans
92,706
93,545

Pledges, collateral and securities:

On 12 May 2016, Marlbray together with a related party entered into an agreement to refinance Park Plaza Westminster Bridge London. The new £182.4 million facility is for a term of 12 years. £172.4 million of the facility will bear a fixed interest rate of 3.785% per annum and the balance will bear a competitive floating interest rate. The new facility is arranged with AIG Asset Management (Europe) Limited (AIG) investing on behalf of certain of its funds.

The new facility is secured by, inter alia, first legal charges of all of the Group's ownership interests in the hotel and pledges over the shares in the various companies that own such interests in the hotel. Out of the £182.4 million facility £100 million is allocated to Marlbray Ltd. The agreement provides that the borrowers must ensure that the aggregate amount of the outstanding facilities does not exceed 70% of the value of the hotel as set out in the most recent valuation. In addition, the Borrowers must ensure that, on each interest payment date, the Debt Service Cover Ratio (“DSCR”) (the Net Operating Income of the hotels for each of the four preceding financial quarters relative to the principal, interest and other costs payable by Marlbray for the next four financial quarters) is not less than 140%. As at the reporting date the Company is in compliance with these covenants.

Borrowings include the following amounts which fall due after more than five years:
Amounts payable by instalments
-
0
88,183
16
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Trade payables
12
-
0
-
0
-
0
Amounts owed to fellow group undertakings
55,752
54,758
-
-
Financial liability in respect of income units sold to private investors
-
-
127,102
128,633
55,764
54,758
127,102
128,633

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

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
5,000,240
5,000,240
5,000
5,000
MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Share premium account
2025
2024
£'000
£'000
At the beginning and end of the year
10
10
19
Contingent liabilities

The Company is party to a group registration for the purposes of Value Added Tax (VAT). Members of the group are jointly and severally liable for the total tax due.

20
Events after the reporting date

There were no events subsequent to the balance sheet date that required adjustment to or disclosure in the financial statements.

21
Related party transactions

The Company has taken advantage of the exemption under IAS 24, “Related Party Disclosures”, not to disclose transactions with group undertakings as it is a subsidiary undertaking which is 100% controlled by the ultimate parent undertaking.

For the year ended 31 December 2025 the Company had the following transactions with other subsidiaries of PPHE Hotel Group Limited that are not 100% owned.

2025
2024
Amounts due to related parties
£'000
£'000
1 Westminster Bridge Management Company Limited
70
21
Other information

Transactions with subsidiary

On 24 June 2025, a distribution of £24,500k was made by a subsidiary, Westminster Bridge Hotel Operator Limited.

Following a review of the subsidiary's relevant statutory accounts it was identified that the they lacked sufficient distributable reserves to support this distribution under Section 830 of the Companies Act 2006. This arose due to subsequent accounting adjustments reducing distributable reserves below the dividend amount paid.

The dividend is currently recognised within amounts owed to fellow group undertakings until sufficient reserves are available to restore the dividend.

MARLBRAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
22
Controlling party

The Company’s immediate parent company is Westminster Bridge London BV, a company incorporated in the Netherlands.

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

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