Company registration number 02968645 (England and Wales)
THE ST. JAMES'S CLUB LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
THE ST. JAMES'S CLUB LIMITED
COMPANY INFORMATION
DIRECTORS
H Mansha
I H Mansha
COMPANY NUMBER
02968645
REGISTERED OFFICE
7-8 Park Place
St James's
London
SW1 1LS
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
THE ST. JAMES'S CLUB LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 9
Statement of income and retained earnings
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
THE ST. JAMES'S CLUB LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

PRINCIPAL ACTIVITIES

The principal activity of the company continued to be that o f operating and managing The St. James's Hotel and Club located at 7-8 Park Place, London.

REVIEW OF THE BUSINESS

The results for the year and the financial position at year end are set out in the financial statements. The company's profit for the financial year was £95,395 (2024: loss of 229,118). Turnover for the financial year amounted to £7,409,344 (2024: £7,471,454).

The company's key financial and other performance indicators during the year were as follows:

2025 2024 Change

'000 '000 %

Turnover 7,409 7,471 (1)

Total operating profit/(loss) 925 775 19

Profit/ (loss) before taxation 54 (229) 124

St James concluded the financial year 2025 with a notable performance rebound, underscored by increased revenues and a significant turnaround in profitability. The business shifted to a stronger position compared versus 2024 and delivered a stronger EBITDA. This outcome was driven by higher income across multiple streams and disciplined expenditure management. The business sustained its market position by reviewing market conditions and redefining its strategy to adapt to changes aimed at achieving its share of market locally and globally.

The business started the year very strong in the first quarter and sustained its positive performance throughout the year. Continuous monitoring and adapting with the market we moved to focusing on the occupancy and managed to maintain respectable results against the comp-set in terms of occupancy. The alignment with LHW continued to provide us opportunity us to explore additional luxury market segment, combined with our other partners to meet the achieve targets. Controlled expenditure despite scaling activities indicates sustainable operations.

Room revenue picked up throughout the year and we were close to achieving the budget. While the room segments were strong, the food and beverage sector experienced a less successful year. The F&B business, in line with the London market trends, suffered a reduced number of bookings and therefore revenues throughout the year. Despite making changes to the hotel restaurant based on received experts' advice, the results did not meet expectations. We continued with monitoring and optimizing our efforts to curb the cost.

THE ST. JAMES'S CLUB LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES

This section describes some of the risks that could have a material effect on the Company's business activities. Not all potential risks are listed only those that, in the opinion of the Board, could have a material effect on revenues, profits, net assets and financial resources.

KEY PERSONNEL

The employee’s turnover was still high and was impacted by moving to other larger brands. It continued to be one of the most challenging issues for UK employers, particularly in the hospitality industry. Our plans to offer a competitive wage level and a secure work environment will make us an attractive work environment for our employees. We have introduced health line support and other incentives for our employees.

The hotel adapted controls to maintain the efficient employee level while focusing on delivering results and fulfilling its commitments to the level of standards by remaining flexible to find staff through various sources as the need arose.

KEY PERFORMANCE INDICATORS

The Company's directors believe that, due to the uncomplicated nature of the business, analysing Key Performance Indicators (KPIs) beyond revenue and operating profit is unnecessary for comprehending the business's progress, performance, or standing.

FUTURE DEVELOPMENT

The year 2025 marked a significant financial recovery for St James. The surplus lays a solid foundation for strategic investments and long-term resilience. With LHW standards and other guest focused procedures the company continued focusing on sustainable income growth, cost control, and risk management will be key to maintaining this trajectory into 2026 and beyond.

On behalf of the board

.............................................
I H Mansha
Director
Date: .............................................
THE ST. JAMES'S CLUB 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 10.

No ordinary dividends were paid. 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:

H Mansha
I H Mansha
STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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; 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.

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.

THE ST. JAMES'S CLUB LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
I H Mansha
DIRECTOR
31 July 2026
THE ST. JAMES'S CLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE ST. JAMES'S CLUB LIMITED
- 5 -
Opinion

We have audited the financial statements of The St. James's Club Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows 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 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 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.

THE ST. JAMES'S CLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE ST. JAMES'S CLUB LIMITED (CONTINUED)
- 6 -

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' 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.

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.

THE ST. JAMES'S CLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE ST. JAMES'S CLUB LIMITED (CONTINUED)
- 7 -
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.

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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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 misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
THE ST. JAMES'S CLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE ST. JAMES'S CLUB LIMITED (CONTINUED)
- 8 -
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

THE ST. JAMES'S CLUB LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE ST. JAMES'S CLUB LIMITED (CONTINUED)
- 9 -
Ataf Salim
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
11 August 2026
THE ST. JAMES'S CLUB LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
TURNOVER
3
7,409,344
7,471,454
Cost of sales
(1,078,097)
(1,169,003)
GROSS PROFIT
6,331,247
6,302,451
Administrative expenses
(5,406,236)
(5,527,050)
OPERATING PROFIT
4
925,011
775,401
Interest payable and similar expenses
7
(829,616)
(998,796)
PROFIT/(LOSS) BEFORE TAXATION
95,395
(223,395)
Tax on profit/(loss)
8
(41,468)
(5,723)
PROFIT/(LOSS) FOR THE FINANCIAL YEAR
53,927
(229,118)
Retained earnings brought forward
(853,210)
(624,092)
Retained earnings carried forward
(799,283)
(853,210)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

THE ST. JAMES'S CLUB LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
FIXED ASSETS
Tangible assets
9
16,653,644
17,292,326
CURRENT ASSETS
Stocks
10
126,649
141,407
Debtors
11
2,065,413
2,243,221
Cash at bank and in hand
1,644,078
579,323
3,836,140
2,963,951
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
12
(16,698,956)
(16,560,844)
NET CURRENT LIABILITIES
(12,862,816)
(13,596,893)
TOTAL ASSETS LESS CURRENT LIABILITIES
3,790,828
3,695,433
PROVISIONS FOR LIABILITIES
Deferred tax liability
13
(840,111)
(798,643)
NET ASSETS
2,950,717
2,896,790
CAPITAL AND RESERVES
Called up share capital
15
3,750,000
3,750,000
Profit and loss reserves
(799,283)
(853,210)
TOTAL EQUITY
2,950,717
2,896,790

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

The financial statements were approved by the board of directors and authorised for issue on 31 July 2026 and are signed on its behalf by:
I H Mansha
Director
Company registration number 02968645 (England and Wales)
THE ST. JAMES'S CLUB LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
BALANCE AT 1 JANUARY 2024
3,750,000
(624,092)
3,125,908
YEAR ENDED 31 DECEMBER 2024:
Loss and total comprehensive income
-
(229,118)
(229,118)
BALANCE AT 31 DECEMBER 2024
3,750,000
(853,210)
2,896,790
YEAR ENDED 31 DECEMBER 2025:
Profit and total comprehensive income
-
53,927
53,927
BALANCE AT 31 DECEMBER 2025
3,750,000
(799,283)
2,950,717
THE ST. JAMES'S CLUB LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) for the year after tax
53,927
(229,118)
Adjustments for:
Taxation charged
41,468
5,723
Finance costs
829,616
998,796
(Gain)/loss on disposal of tangible fixed assets
-
128,687
Depreciation and impairment of tangible fixed assets
695,071
708,225
Movements in working capital:
Decrease/(increase) in stocks
14,758
(8,310)
Decrease/(increase) in debtors
177,808
(49,923)
Increase in creditors
790,248
242,523
Decrease in deferred income
(2,136)
(3,987)
Cash generated from operations
2,600,760
1,792,616
Interest paid
(829,616)
(998,796)
Net cash inflow from operating activities
1,771,144
793,820
INVESTING ACTIVITIES
Purchase of tangible fixed assets
(56,389)
(69,791)
Net cash used in investing activities
(56,389)
(69,791)
FINANCING ACTIVITIES
Repayment of bank loans
(650,000)
(500,000)
Net cash used in financing activities
(650,000)
(500,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS
1,064,755
224,029
Cash and cash equivalents at beginning of year
579,323
355,294
CASH AND CASH EQUIVALENTS AT END OF YEAR
1,644,078
579,323
THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
ACCOUNTING POLICIES
Company information

The St. James's Club Limited is a private company limited by shares incorporated in England and Wales. The registered office is 7-8 Park Place, St James's, London, SW1 1LS.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared on the historical cost basis.

1.2
Going concern

The company made a profit of £53,927 (2024: £223,395 ) during the year and a net liability position of £12,862,816 (2024: £13,596,893). The bank loan is on a monthly rolling basis; however, The bank has indicated its continued support and the directors anticipate that the loan will be extended on similar terms post year end. Consequently the directors have considered whether the preparing of the financial statements on a going concern basis is appropriate.

The company has been able to continue trading due to financial support from the directors. The directors will continue to support the company as necessary.

As such, the directors consider it appropriate to prepare the financial statements on a going concern basis.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 15 -
1.3
Turnover

Turnover is measured based on the consideration to which the company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

The turnover from hotel operations primarily derived from hotel rooms and food and beverages sales.

Turnover from hotel rooms is recognised at a point in time upon satisfaction of performance obligation, which is based on room occupancy. Turnover from food and beverages sales is recognised at a point in time when Group satisfies a performance obligation by transferring control of promised food and beverages to customer, which is when the food and beverages are served and consumed.

The revenue from sale of goods includes the sale of laundry items, postage and other ancillary items. Revenue from sale of laundry items, postage and other ancillary items is recognised at a point in time when the company satisfied a performance obligation by transferring control of promised goods to customer, which is when the goods are delivered to the customer and the customer has accepted the goods.

Royalties is recognised on an accrual basis in accordance with the substance of the relevant agreement.

1.4
Tangible fixed assets

Tangible fixed assets 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:

Freehold buildings
50 years
Fixtures and fittings
5 years
Computers
3 - 10 years

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 credited or charged to profit or loss.

1.5
Impairment of fixed assets

At each reporting period 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.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 16 -

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.

1.6
Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. Cost is determined on the first-in, first-out (FIFO) method.

At the end of each reporting period stock is assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account.

Stock is recognised as an expense in the period in which the related revenue is recognised.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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 instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 17 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 18 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
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 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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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.

1.10
Retirement benefits

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
ACCOUNTING POLICIES
(Continued)
- 19 -
1.11
Foreign exchange

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

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

Useful economic life of tangible fixed assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

3
TURNOVER
2025
2024
£
£
Turnover analysed by class of business
Sales of goods and services
7,409,344
7,471,454
THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
4
OPERATING PROFIT
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
584
771
Fees payable to the company's auditor for the audit of the company's financial statements
15,000
13,500
Depreciation of tangible fixed assets
695,071
708,225
(Profit)/loss on disposal of tangible fixed assets
-
128,687
5
AUDITOR'S REMUNERATION
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
13,500
6
EMPLOYEES

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

2025
2024
Number
Number
Administrative staff
9
9
Front of house staff
54
55
Total
63
64

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,053,444
2,066,709
Social security costs
214,331
190,727
Pension costs
68,541
44,827
2,336,316
2,302,263
THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
7
INTEREST PAYABLE AND SIMILAR EXPENSES
2025
2024
£
£
Interest on bank overdrafts and loans
829,616
998,796
8
TAXATION
2025
2024
£
£
Deferred tax
Origination and reversal of timing differences
41,468
5,723

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
95,395
(223,395)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
23,849
(55,849)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
3,706
Depreciation on assets not qualifying for tax allowances
58,080
57,866
Other permanent differences
1,007
-
0
Deferred ta movement
(41,468)
-
0
Taxation charge for the year
41,468
5,723
THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
9
TANGIBLE FIXED ASSETS
Freehold buildings
Assets under construction
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
23,942,679
-
0
1,792,035
67,018
25,801,732
Additions
-
0
46,700
9,309
380
56,389
At 31 December 2025
23,942,679
46,700
1,801,344
67,398
25,858,121
Depreciation and impairment
At 1 January 2025
7,613,968
-
0
882,597
12,841
8,509,406
Depreciation charged in the year
323,760
-
0
359,380
11,931
695,071
At 31 December 2025
7,937,728
-
0
1,241,977
24,772
9,204,477
Carrying amount
At 31 December 2025
16,004,951
46,700
559,367
42,626
16,653,644
At 31 December 2024
16,328,711
-
0
909,438
54,177
17,292,326
10
STOCKS
2025
2024
£
£
Food and beverages
126,649
141,407
11
DEBTORS
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
6,772
99,447
Amounts owed by group undertakings
1,807,256
1,802,256
Other debtors
105,125
121,243
Prepayments and accrued income
146,260
220,275
2,065,413
2,243,221

Amounts owed by group undertakings are unsecured and interest free. Whilst technically repayable on demand, there is no fixed repayment date and debts will be paid after more than one year.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
12
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025
2024
Notes
£
£
Bank loans
13,391,621
14,041,621
Trade creditors
200,358
438,753
Corporation tax
383
383
Other taxation and social security
438,786
404,241
Deferred income
8,982
11,118
Other creditors
2,093,712
1,112,823
Accruals and deferred income
565,114
551,905
16,698,956
16,560,844

At the reporting date, the Company had a bank loan facility of £13,391,621 which is repayable on a monthly rolling basis. Subsequent to the year end, the lender has confirmed its intention to renew the facility. The loan facility has been secured on all present freehold property and assets of the company.

13
DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised by the company:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
969,340
1,063,925
Tax losses
(126,803)
(263,474)
Other timing differences
(2,426)
(1,808)
840,111
798,643
2025
Movements in the year:
£
Liability at 1 January 2025
798,643
Charge to profit or loss
41,468
Liability at 31 December 2025
840,111
THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
14
RETIREMENT BENEFIT SCHEMES
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
68,541
44,827

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

15
SHARE CAPITAL
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3,750,000
3,750,000
3,750,000
3,750,000
16
RELATED PARTY TRANSACTIONS
Transactions with related parties

Close family members of the directors have provided a guarantee for the bank loan at the value of £14,980,000 (2024: £14,980,000).

During the year, a company under the common control of the director, advanced £1,000,000 (2024: £nil) to the Company. The loan is unsecured, interest-free and repayable on demand, and is included within creditors: amounts falling due within one year.

17
DIRECTORS' TRANSACTIONS

Included within other creditors falling due within one year is £850,000 (202 4: £850,000) due to a director.

This balance is interest free and repayable on demand.

18
ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

In the opinion of the directors, the company's ultimate parent undertaking is Sea Capital Limited, a company registered in England and Wales.

19
CAPITAL COMMITMENT

At 31 December 2025 the company had capital expenditure contracted for but not provided for in the financial statements of £810,110 (2024: £Nil), relating to the replacement of air conditioning unit at the hotel.

THE ST. JAMES'S CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
20
EVENTS AFTER REPORTING DATE

In January 2026, the shares of the company previously held by Sea Capital Limited were transferred to Sea Capital Limited (Marshal Islands), resulting in Sea Capital Limited (Marshal Islands) obtaining full control of the company.

As these events occurred after the reporting date of 31 December 2025, they are considered non-adjusting post balance sheet events. Accordingly, no adjustments have been made to the amounts recognised in the financial statements for the year ended 31 December 2025.

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