The director presents the strategic report for the year ended 31 December 2025.

The Company's principal activity continued to be the operation of The St Johns Hotel and conference centre in Solihull, Birmingham.

Revenue for the year was £7,566,377 (2024: £7,766,406), a decrease of 2.6%. Occupancy was maintained at 61% (2024: 61%), with rooms sold marginally ahead of the prior year at 44,747 (2024: 44,676). The average daily rate achieved fell by 2.1% to £94 (2024: £96), following the loss during the year of a number of large corporate contracts which had previously been secured at higher rates. The Company is replacing that business with a more diversified base of smaller corporate and leisure clients, which the director expects to reduce the Company's exposure to the loss of any single customer, but which has in the short term diluted the average rate achieved.

Cost and wage inflation could not be fully recovered through pricing during the year. Gross margin declined to 51.5% (2024: 52.9%) and EBITDA fell by 9.0% to £1,643,797 (2024: £1,806,903). After depreciation of £1,052,935 (2024: £1,017,957) and net finance costs of £884,685 (2024: £1,016,794), the Company recorded a loss before taxation of £293,823 (2024: loss of £227,848) and a loss after taxation of £569,606 (2024: loss of £573,648).

Net assets at the reporting date stood at £7,797,573 (2024: £6,948,614). The increase of £848,959 arises from the capital contribution of £1,418,565 recognised in equity on the renewal of the interest-free shareholder loan during the year, offset by the loss for the year.

The director considers the principal risks and uncertainties facing the Company to be as follows.

Trading and market risk

The Company operates a single hotel in a single location and is therefore exposed to macroeconomic conditions in the Birmingham and Solihull area, to levels of business and leisure travel in that market, and to competition from existing and newly opened hotels in the vicinity. The loss of large corporate contracts during the year, and the resulting reduction in average daily rate, illustrates the Company's exposure to a concentrated customer base. The Company seeks to mitigate this risk by broadening its customer base and by investing in the marketing of the hotel and in the conference facility.

Cost inflation

Payroll and energy costs represent a significant proportion of the Company's cost base and increased during the year. The Company's ability to recover cost increases through pricing is constrained by competitive conditions in the local market. The director monitors staffing levels, agency usage and energy contracts, and reviews pricing on an ongoing basis.

Liquidity and financing risk

The Company is financed by a combination of bank borrowings, shareholder loans and intra-group funding. The Barclays term loan is repayable in full by 29 May 2028 and is subject to financial covenants; a breach of those covenants would render the facility repayable on demand. The Company held cash of £1,292,238 at the reporting date (2024: £1,012,798). The director monitors covenant compliance and forecast liquidity on a regular basis.

Credit and counterparty risk

The Company's credit risk on cash balances is limited, the counterparties being banks with high credit ratings assigned by international credit rating agencies. Trade receivables of £276,518 (2024: £296,843) are spread across a number of corporate and agency customers and no individual balance is significant. The Company's principal credit exposure is to its parent undertaking, CL Global Holdings Pte Ltd, which owed the Company £9,940,512 at the reporting date (2024: £9,940,512). That balance is unsecured, interest-free, has no fixed date of repayment and is repayable on demand. It represents 127% of the Company's net assets. The director has assessed the recoverability of the balance having regard to the financial position of the parent and considers no loss allowance to be necessary.

Interest rate risk

The Barclays term loan bears interest at a floating rate of Bank of England base rate plus 2.15%. The Company is therefore exposed to movements in the base rate. Based on the balance outstanding at the reporting date, a 100 basis point increase in the base rate would increase the annual interest charge by approximately £53,600. The company does not currently hedge this exposure.

The Company’s key financial and other performance indicators during the year were as follows:

The director considers revenue per available room ("RevPAR") to be the most meaningful single indicator of trading performance, as it measures the change in room revenue relative to available capacity. RevPAR is calculated by dividing room revenue by the number of room nights available in the period and is equivalent to the product of average daily rate and occupancy.

Occupancy and average daily rate ("ADR"), being the two components of RevPAR, are also monitored. Occupancy is calculated by dividing rooms sold by total rooms available and measures the utilisation of the property's capacity. ADR is calculated by dividing room revenue by total rooms sold and reflects the average rate achieved, which the director uses in assessing pricing strategy and revenue yield.

EBITDA is defined as operating profit before depreciation and amortisation. It is not a measure defined by United Kingdom Generally Accepted Accounting Practice. The director regards it as a useful indicator of the underlying cash generation of the hotel because it is not affected by the historical cost of the property, which is significant in relation to the Company's results. EBITDA reconciles to the reported operating profit as follows: operating profit of £590,862 (2024: £788,946) plus depreciation of £1,052,935 (2024: £1,017,957).

The Company will continue to focus on stabilising the business post refurbishment, mainly focusing on attracting more corporate clients and large scale conferences.

The business continues to invest in the hotel's maintenance and upgrades and is starting new marketing initiatives. The first six months for the year 2026 is looking promising with significant business on the books.

Post balance sheet events

The financial statements have been prepared based upon conditions that existed at 31 December 2025 and having considered whether events that had occurred subsequent to that date provide evidence of conditions that existed at the end of the reporting period.

Financial instruments

The Company's principal financial assets are tangible fixed assets, bank balances and trade and other current receivables. The Company has no significant credit risk. The credit risk on liquid assets is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The Company's principal financial liabilities are loans and trade and other current liabilities.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company continued to be the operation of the St Johns Hotel and conference centre, in Solihull, Birmingham UK.

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

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

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

The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.

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

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

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.

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.

The Director reasonably expects that the Company has adequate resources to continue operating for the next twelve months from the signing of the financial statements.

Further, the parent company, CL Global Holdings Pte Ltd, has confirmed that it will not demand repayment of any balances of any shareholder loans repayable by the Company within 12 months of the day on which these financial statements are signed. Accordingly, the Director continues to adopt the going concern basis in preparing these financial statements.

The director does not foresee any material drop in performance, and hence, it is reasonably expected that the Company will remain in operational existence for at least the next twelve months.

The Company maintains substantial cash reserves and continues to perform strongly. Accordingly, the Director does not anticipate any material liquidity issues or any risk that the Company will be unable to meet its obligations as they fall due.

We have audited the financial statements of The St Johns Hotel Solihull 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 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 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 director's 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 director 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 director is 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the director's report has been prepared in accordance with applicable legal requirements.

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 director's 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 director's remuneration specified by law are not made; or

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

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 auditors’ 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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with UK tax legislation, employment laws and regulations and health and safety legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and we determined that the principal risks were related to posting inappropriate journal entries.

Audit response to the risk identified

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.

In addition to the above, our procedures to respond to risks identified included the following:

• reviewing the financial statements disclosures testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• enquiring of management on actual and potential litigation and claims;

• discussed matters about non compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the Financial Statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example forgery or intentional misrepresenting or through collusion.

The audit engagement teams identified the risk of management override of controls as the area where the financials statements were most susceptible to material misstatement due to fraud. Audit procedures performed include but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to any significant unusual transactions and transactions entered into outside the normal course of business.

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 member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The St Johns Hotel Solihull Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 More London Riverside, 4th Floor, London, SE1 2AQ. The company's principal activities and nature of its operations are disclosed in the director's report.

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 £.

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

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134–136 of IAS 1 Presentation of Financial Statements;

• the requirements of paragraphs 134 and 136 of IAS Presentation of Financial Statements;

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of IAS 8 IFRSs issued but not effective;

• the requirements of paragraph 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

• the requirements of paragraphs 17 of IAS 24 Related Party Disclosures; and

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group.

The Company has not applied any new IFRS standards or interpretations in the year which have had a material impact on its equity or total comprehensive loss.

The Company's information is included in the consolidated financial statements of CL Global Holdings Pte Ltd as at 31 December 2024 and these financial statements may be obtained from 6 Battery Road, #26 05, Singapore 049909.

The director has at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Further, the parent company, CL Global Holdings Pte Ltd, has confirmed that it will not demand repayment of any balances of any shareholder loans repayable by the Company within 12 months of the day on which these financial statements are signed. Accordingly, the Director continues to adopt the going concern basis in preparing these financial statements.

The director does not foresee any material drop in performance, and hence, it is reasonably expected that the Company will remain operational for the next twelve months.

The company has large cash reserves, and due to the strong performance, there is no immediate risk of a default.

Revenue is derived from hotel operations, including the rental of rooms and food and beverage sales. Revenue is recognised when rooms are occupied and food and beverages are sold.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is subsequently reversed if, and only if, the reasons for the impairment loss have ceased to apply.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any 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 recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land is not depreciated.

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 profit and loss account.

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.

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible 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.

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price or the value in use. Cost is based on the cost of purchase on a first in, first out basis.

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.

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.

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.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

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

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 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 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 fixed 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.

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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the director is 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.

The director is required to consider whether the hotel and therefore the carrying value of the fixed assets is impaired. When conducting an impairment review, experts' opinion is sought to establish market value which was primarily derived using the discounted cash flow methodology as well as the income capitalisation approach and comparable recent market transactions on arm’s length terms. These approach generally requires the use of estimate the future cash inflows as well as suitable discount rates.

The initially fair value recognition of interest free shareholder loans requires the director to exercise judgement to apply an market rate of annual interest that is considered to be appropriate to the risk profile of the Company to reflect commercial costs of similar loans.

All of the Company's revenue by geographic location is generated in the United Kingdom

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

Salaries include wages and salaries, bonuses, employee benefits, agency staff costs and termination benefits.

The charge for the year can be reconciled to the loss per the profit and loss account as follows:

As at 31 December 2012, an impairment provision of £18,035,000 was made against the freehold property held by the company.

For the year ended 31 December 2017, the company had a valuation by CBRE, a RICS registered valuer, which suggested the fair value less cost of sale of the hotel was £18,200,000. As a result of this, the impairment provision of £18,035,000, which was originally booked against the land and building in the year ended 31 December 2012, was partially reversed by £10,337,058 in order to bring its existing net book value in line with the market valuation.

A valuation carried out at the end of the financial year 2024 by CBRE and further review carried out by the director as at the end of the financial year 2025, indicates valuation of the hotel is £24,800,000, which is higher than that of carrying amounts of fixed assets. Considering the current economic conditions and resulting material valuation uncertainty, no reversal of impairment is provided for the year.

Amounts owed by parent company is unsecured, interest free, have no fixed date of repayment and is repayable on demand.

Shareholder loans comprise an unsecured interest bearing loan of £3,000,000 (2024: £3,000,000) at an interest rate of 6.10% and repayable on 31 December 2031.

The balance of the shareholder loans is unsecured and interest free, with a principal value of £4,626,884 (2024: £5,126,884). During the year a £500,000 voluntary loan repayment was made on 29 April 2025 (2024: £700,000) and no drawdown was made on the interest free shareholder loan.

During the year this interest free shareholder loan reached its repayment date and was renewed on continuing interest free terms. As the loan is interest free, it is stated at fair value of £3,208,319 (2024: £4,822,710), being the present value of the principal discounted at an applied market interest rate of 6.10%, and is subsequently amortised over the term of the renewed loan. The difference between the principal of £4,626,884 and the fair value of £3,208,319, amounting to £1,418,565, represents a benefit conferred by the parent in its capacity as shareholder and has been recognised directly in equity as a capital contribution (see note 19). The unwinding of the discount on the loan during the year is recognised within interest payable and similar expenses (see note 7).

The parent company CL Global Holdings Pte. Ltd has confirmed that it will not demand repayment of any balances of any shareholder loans repayable by the Company to the parent company within 12 months of the day on which The St Johns Hotel Solihull Limited financial statements are signed.

Loans from parent undertaking £1,480,545 (2024 : £1,298,047) is an accumulated interest on the £3m loan. The balance due is unsecured, interest free, have no fixed date of repayment and is repayable on demand.

Secured borrowing

AIB Group (UK) held negative pledge, fixed and floating charges over assets of the Company in respect of a bank loan borrowed by the Company totalling £nil (2024 : £5,716,070). The loan was fully paid on 2 June 2025.

In respect of a Barclays (UK) bank loan borrowed by the Company totalling £5,362,500 (2024 : £nil), a first legal charge over the freehold of the property at Voco St Johns Hotel Solihull, 649 - 653 Warwick Road, Solihull in favour of Barclays Bank PLC. A Cross Guarantee between FCH1 (Jersey) Limited, FCH2 (Jersey) Limited, The St Johns Hotel Solihull Limited, FCH1 (UK) Limited and FCH2 (UK) Limited in favour of Barclays Bank PLC. A Debenture granted by The St Johns Hotel Solihull Limited in favour of Barclays Bank PLC. A share charge over the share capital of The St Johns Hotel Solihull Limited in favour of Barclays Bank PLC granted by CL Global Holdings PTE Ltd.

The loan is repayable fully by 29 May 2028. The loan accrues interest on a monthly basis at BOE plus 2.15%.

Amounts due to parent company is unsecured, interest free, have no fixed date of repayment and is repayable on demand.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund. Contributions totaling £19,766 (2024: £11,844) were payable to the fund at the balance sheet date and are included in creditors.

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

The capital of the Company is represented by the net assets attributable to the shareholders. The Company’s objective when managing the capital is to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a strong capital base to support the operational activities of the Company.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

A capital contribution amounting to £3,861,713 (2024: £2,443,148) is recognised in the reserve during the year. The amount is derived from drawdowns of interest free shareholder and further details are discussed in note 19.

The Company does not have any capital commitments or contingent liabilities that have not been included in these financial statements.

The Company's immediate parent and controlling party is CL Global Holdings Pte. Ltd, a company incorporated in Singapore. In the opinion of the director, the ultimate controlling party of the Company is CL Global Huicheng Shanghai Investment Fund LLP, a limited partnership registered in Shanghai, China.

The smallest and largest group in which the Company's results are consolidated is that headed by CL Global Holdings Pte. Ltd, copies of group financial statements are available from 6 Battery Road, #26 05, Singapore 049909.