Pearl Hotels Holding Limited

Contents
	Page
Company Information	1
Strategic Report	2
Directors' Report	3—4
Independent Auditor's Report	5—7
Consolidated Profit and Loss Account	8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10—11
Company Balance Sheet	12—13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Notes to the Consolidated Statement of Cash Flows	17
Notes to the Financial Statements	18—29

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Page 2

Strategic Report

For The Year Ended 31 December 2025

Strategic Report

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

Review of the Business

The Group delivered a satisfactory performance during the year despite continued inflationary pressures and increased employment costs across the hospitality sector.

The Gatwick hotel continued to benefit from demand for airport-related accommodation, conferences and events, with management remaining focused on maximising occupancy, maintaining service standards and improving operational efficiency. The Slough hotel continued to operate under its established accommodation agreement, providing a stable source of income for the Group.

Key performance indicators

Group turnover increased to £11.59m (2024: £11.20m) and operating profit for the year amounted to £1.53m (2024: £2.02m). During the year, the Group invested approximately £1.36m in its properties and infrastructure, including the completion of a road and car park extension at the Gatwick Hotel, increasing capacity and supporting future growth opportunities.

Principal Risks and Uncertainties

The principal risks facing the Group continue to be rising employment and operating costs, including increases in National Living Wage rates, employers' National Insurance contributions, utility costs and general inflationary pressures.

The Group's Gatwick hotel remains influenced by levels of business and leisure travel and is therefore exposed to changes in economic conditions, customer demand and local market competition. The Directors continue to monitor these factors closely and remain focused on maintaining operational efficiency, service quality and long-term profitability.

On behalf of the board

J D Dinis

Director

30 July 2026

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Pearl Hotels Holding Limited

Company No. 04902515

Directors' Report For The Year Ended 31 December 2025

Directors' Report

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

Principal Activity

The group's principal activity continues to be that of a holding company.

Directors

The directors who held office during the year were as follows:

J D Dinis

J C Schoeman

Z H Somani

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
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 and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

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Pearl Hotels Holding Limited

Directors' Report (continued)

For The Year Ended 31 December 2025

Independent Auditors

The auditors, Affinity Associates Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

J D Dinis

Director

30 July 2026

Page 4

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Independent Auditor's Report

to the Members of

Pearl Hotels Holding Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Pearl Hotels Holding Limited (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's profit/(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 group and parent 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 group and parent company's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 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 the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Pearl Hotels Holding Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3—4, 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 group and parent 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 group or the parent 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 to identify laws and regulations that could reasonably be expected to have a material impact on the financial statements of Pearl Hotes Holding Limited. During our audit planning and team briefing, the outcomes of these discussions and enquiries were communicated to the engagement team, along with consideration of where and how fraud may occur within the company.

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

Laws and regulations with a direct effect on the financial statements include:

UK Financial Reporting Standards (FRS 102),The Companies Act 2006,

UK Tax legislation (including corporation tax, VAT, and payroll taxes),

Pensions legislation, and

Distributable profits legislation.

Laws and regulations for which non-compliance may be fundamental to the operational aspects of the business and could therefore have a material impact on the financial statements include:

Health and Safety legislation,

Employment law, and

Data Protection laws (GDPR).

Audit procedures undertaken in response to the potential risks of irregularities (including fraud and non-compliance with laws and regulations) comprised the following:

...CONTINUED

Page 6

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Independent Auditor's Report (continued)

to the Members of

Pearl Hotels Holding Limited

Auditor's Responsibilities for the Audit of the Financial Statements - continued

Enquiries of management and those charged with governance to confirm the company’s compliance with relevant laws and regulations;

Enquiries regarding any actual or potential litigation, claims, or regulatory issues;

Inspection of correspondence with relevant authorities (e.g., HMRC and trading standards) to identify any areas of concern;

Review of board minutes and discussions for evidence of significant decisions, risks, or non-compliance;

Testing the appropriateness of journal entries, particularly those involving unusual or unexpected transactions;

Performing analytical procedures to identify unexpected movements or trends in account balances that may indicate fraud or error; and

Assessing management’s controls over compliance and the prevention and detection of fraud.

No instances of material non-compliance or fraud were identified as a result of the above procedures.

However, we recognise that the likelihood of detecting irregularities, including fraud, is inherently limited due to:

The inherent difficulty in detecting irregularities,

The effectiveness of the company’s internal controls, and

The nature, timing, and extent of the audit procedures performed.

Irregularities that result from fraud may be inherently more difficult to detect than irregularities resulting 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).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 that 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.

Mukund Amin (Senior Statutory Auditor)

for and on behalf of Affinity Associates Limited , Statutory Auditor

10 August 2026

Affinity Associates Limited

11/12 Hallmark Trading Centre

Fourth Way

Wembley

Middlesex

HA9 0LB

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Pearl Hotels Holding Limited

Consolidated Profit and Loss Account

For The Year Ended 31 December 2025

Consolidated Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER		11,587,909	11,199,779
Cost of sales		(6,428,013 )	(5,863,179 )

GROSS PROFIT		5,159,896	5,336,600

Administrative expenses		(3,632,810 )	(3,313,084 )

OPERATING PROFIT	3	1,527,086	2,023,516
Other interest receivable and similar income	8	62,932	27,511
Interest payable and similar charges	9	(1,709,273 )	(1,871,369 )

(LOSS)/PROFIT BEFORE TAXATION		(119,255 )	179,658
Tax on (Loss)/profit	10	343,859	(585,405 )

PROFIT/(LOSS) AFTER TAXATION BEING PROFIT/(LOSS) FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		224,604	(405,747 )

The notes on pages 17 to 29 form part of these financial statements.

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Pearl Hotels Holding Limited

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2025

Consolidated Statement of Comprehensive Income

	2025	2024
	£	£
PROFIT FOR THE FINANCIAL YEAR	224,604	(405,747 )
OTHER COMPREHENSIVE INCOME:
Gain on revaluation of property, plant and equipment	-	1,708,318
Loss on revaluation of other assets	(1,634,928 )	-
Tax credit on components of other comprehensive income	-	453,099

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	(1,410,324 )	1,755,670

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Pearl Hotels Holding Limited

Consolidated Balance Sheet

As At 31 December 2025

Consolidated Balance Sheet

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	12		5,427		8,387
Tangible Assets	13		38,469,724		38,491,859
Investment Properties	14		297,593		297,593

			38,772,744		38,797,839
CURRENT ASSETS
Stocks	16	41,734		31,806
Debtors	17	3,027,089		2,257,820
Cash at bank and in hand		2,522,942		2,952,710

		5,591,765		5,242,336
Creditors: Amounts Falling Due Within One Year	18	(9,399,935 )		(4,708,606 )

NET CURRENT ASSETS (LIABILITIES)			(3,808,170 )		533,730

TOTAL ASSETS LESS CURRENT LIABILITIES			34,964,574		39,331,569

Creditors: Amounts Falling Due After More Than One Year	19		(18,662,974 )		(21,602,772 )

PROVISIONS FOR LIABILITIES
Provisions For Charges	23		(1,400,000 )		(1,400,000 )
Deferred Taxation	22		(1,712,585 )		(1,729,458 )

NET ASSETS			13,189,015		14,599,339

CAPITAL AND RESERVES
Called up share capital	24		118		118
Revaluation reserve			16,221,163		17,856,091
Profit and Loss Account			(3,032,266 )		(3,256,870 )

SHAREHOLDERS' FUNDS			13,189,015		14,599,339

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Pearl Hotels Holding Limited

Consolidated Balance Sheet (continued)

As At 31 December 2025

On behalf of the board

Z H Somani

Director

30 July 2026

The notes on pages 17 to 29 form part of these financial statements.

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Pearl Hotels Holding Limited

Company Balance Sheet

As At 31 December 2025

Company Balance Sheet

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	12		5,427		8,387
Tangible Assets	13		38,468,720		38,490,352
Investments	15		403		403

			38,474,550		38,499,142
CURRENT ASSETS
Debtors	17	2,724,472		2,259,841
Cash at bank and in hand		2,211,731		2,619,642

		4,936,203		4,879,483
Creditors: Amounts Falling Due Within One Year	18	(9,614,810 )		(5,220,871 )

NET CURRENT ASSETS (LIABILITIES)			(4,678,607 )		(341,388 )

TOTAL ASSETS LESS CURRENT LIABILITIES			33,795,943		38,157,754

Creditors: Amounts Falling Due After More Than One Year	19		(18,474,211 )		(21,414,008 )

PROVISIONS FOR LIABILITIES
Provisions For Charges	23		(1,400,000 )		(1,400,000 )
Deferred Taxation	22		(1,712,585 )		(1,729,458 )

NET ASSETS			12,209,147		13,614,288

CAPITAL AND RESERVES
Called up share capital	24		118		118
Revaluation reserve			16,221,163		17,856,091
Profit and Loss Account			(4,012,134 )		(4,241,921 )

SHAREHOLDERS' FUNDS			12,209,147		13,614,288

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Pearl Hotels Holding Limited

Company Balance Sheet (continued)

As At 31 December 2025

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's (loss)/profit for the year was £ 229,787 (2024: £(400,362 ) profit).

On behalf of the board

Z H Somani

Director

30 July 2026

The notes on pages 17 to 29 form part of these financial statements.

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Pearl Hotels Holding Limited

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2025

Consolidated Statement of Changes in Equity

	Share Capital	Revaluation reserve	Profit and Loss Account	Total
	£	£	£	£
As at 1 January 2024	118	15,694,674	(2,851,123 )	12,843,669
Loss for year	-	-	(405,747)	(405,747 )

Surplus on revaluation	-	2,161,417	-	2,161,417

Other comprehensive income for the year	-	2,161,417	-	2,161,417

Total comprehensive income for the year	-	2,161,417	(405,747 )	1,755,670

Dividends paid	-	-	-	-

As at 31 December 2024 and 1 January 2025	118	17,856,091	(3,256,870 )	14,599,339


Profit for year	-	-	224,604	224,604

Deficit on revaluation	-	(1,634,928)	-	(1,634,928)

Other comprehensive income for the year	-	(1,634,928 )	-	(1,634,928 )

Total comprehensive income for the year	-	(1,634,928)	224,604	(1,410,324)

Dividends paid	-	-	-	-

As at 31 December 2025	118	16,221,163	(3,032,266 )	13,189,015

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Pearl Hotels Holding Limited

Company Statement of Changes in Equity

For The Year Ended 31 December 2025

Company Statement of Changes in Equity

	Share Capital	Revaluation reserve	Profit and Loss Account	Total
	£	£	£	£
As at 1 January 2024	118	15,694,674	(3,841,559 )	11,853,233
Loss for year	-	-	(400,362)	(400,362 )

Surplus on revaluation	-	2,161,417	-	2,161,417

Other comprehensive income for the year	-	2,161,417	-	2,161,417

Total comprehensive income for the year	-	2,161,417	(400,362 )	1,761,055

As at 31 December 2024 and 1 January 2025	118	17,856,091	(4,241,921 )	13,614,288


Profit for year	-	-	229,787	229,787

Deficit on revaluation	-	(1,634,928)	-	(1,634,928)

Other comprehensive income for the year	-	(1,634,928 )	-	(1,634,928 )

Total comprehensive income for the year	-	(1,634,928)	229,787	(1,405,141)

As at 31 December 2025	118	16,221,163	(4,012,134 )	12,209,147

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Pearl Hotels Holding Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2025

Consolidated Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	436,047	3,123,818
Interest paid		(1,709,273 )	(1,871,369 )

Net cash (used in)/generated from operating activities		(1,273,226 )	1,252,449

Cash flows from investing activities
Purchase of tangible assets		(1,357,170 )	(831,074 )
Interest received		62,932	27,511

Net cash used in investing activities		(1,294,238 )	(803,563 )

Cash flows from financing activities
Proceeds from new bank borrowings		1,075,863	-
Repayment of bank borrowings		-	(217,818 )
Repayment of finance leases		(55,513 )	120,876
Amount introduced by directors		1,117,346	-
Amount withdrawn by directors		-	(445,484)

Net cash generated from/(used in) financing activities		2,137,696	(542,426 )



Decrease in cash and cash equivalents		(429,768 )	(93,540 )
Cash and cash equivalents at beginning of year	2	2,952,710	3,046,250

Cash and cash equivalents at end of year	2	2,522,942	2,952,710

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Pearl Hotels Holding Limited

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2025

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit/(loss) for the financial year to cash generated from operations

	2025	2024
	£	£
Profit/(loss) for the financial year	224,604	(405,747 )
Adjustments for:
Tax on profit/(loss)	(343,859 )	585,405
Interest expense	1,709,273	1,871,369
Interest income	(62,932 )	(27,511 )
Amortisation of intangible assets	2,960	2,960
Depreciation of tangible assets	71,363	72,166
Movements in working capital:
(Increase)/decrease in stocks	(9,928 )	2,000
(Increase)/decrease in trade and other debtors	(1,886,615 )	13,598
Increase in trade and other creditors	731,181	1,009,578

Net cash generated from operations	436,047	3,123,818

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	2,522,942	2,952,710

3. Analysis of changes in net debt

	As at 1 January 2025	Cash flows	As at 31 December 2025
	£	£	£
Cash at bank and in hand	2,952,710	(429,768)	2,522,942
Finance leases	(120,876)	55,513	(65,363)
Debts falling due within one year	(360,829 )	(3,955,528)	(4,316,357 )
Debts falling due after more than one year	(21,537,409)	2,879,665	(18,657,744)

	(19,066,404)	(1,450,118)	(20,516,522)

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Pearl Hotels Holding Limited

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Pearl Hotels Holding Limited is a private company, limited by shares, incorporated in England & Wales, registered number 04902515 . The registered office is Oakwood House Guildford Road, Bucks Green, Horsham, West Sussex, RH12 3JJ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2025.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets are Franchise costs. It is amortised to profit and loss account over its estimated economic life of 20 years.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	-
Plant & Machinery	25% reducing balance
Motor Vehicles	25% reducing balance
Fixtures & Fittings	Various
Computer Equipment	Straight line over 3 years

2.7. Investment Properties

All investment properties are carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided for. Changes in fair value are recognised in the profit and loss account.

2.8. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.9. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are 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. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.10. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.11. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

3. Operating Profit

The operating profit is stated after charging:

	2025	2024
	£	£
Bad debts	205	(95)
Depreciation of tangible fixed assets	71,363	72,166
Amortisation of intangible fixed assets	2,960	2,960

4. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	31,500	30,000

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Wages and salaries	3,384,590	3,079,841	-	-
Social security costs	385,564	285,659	-	-
Other pension costs	1,447,288	1,215,512	1,400,000	1,170,000

	5,217,442	4,581,012	1,400,000	1,170,000

6. Average Number of Employees

Group

Average number of employees, including directors, during the year was as follows:

	2025	2024
Directors	3	3
Staff	128	126

	131	129

Company

Average number of employees, including directors, during the year was: 3 (2024: 3)

7. Directors' remuneration

	2025	2024
	£	£
Emoluments	490,000	490,000
Company contributions to money purchase pension schemes	2,642	2,642
Company contributions to defined benefit pension schemes	1,400,000	1,170,000

	1,892,642	1,662,642

Information regarding the highest paid director was as follows:

	2025	2024
	£	£
Company contributions to defined benefit pension schemes	1,400,000	1,170,000

	1,400,000	1,170,000

8. Interest Receivable and Similar Income

	2025	2024
	£	£
Bank interest received	62,932	27,511

	62,932	27,511

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

9. Interest Payable and Similar Charges

	2025	2024
	£	£
Bank loans and overdrafts	1,709,273	1,871,369

	1,709,273	1,871,369

10. Tax on Profit

The tax (credit)/charge on the (loss)/profit for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	-	-
Deferred Tax
Deferred tax - timing differences			(343,859 )	585,405


Total tax charge for the period			(343,859 )	585,405

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

	2025	2024
	£	£
Profit before tax	(119,255)	179,658

Tax on profit at 25% (UK standard rate)	-	44,915
Capital allowances	-	(44,915 )
Short term timing differences	(16,873 )	132,306
Deferred tax from unrecognised tax loss or credit	(326,986 )	453,099

Total tax charge for the period	(343,859)	585,405

11. Unfunded Defined Benefits Pension Scheme

During the year the company made pension provision of £1,400,000 (2024 : £1,170,000) for a Pension Scheme for certain employees. The scheme has been set-up by the Directors in conjunction with Pension Advisors appointed by the company.

The company has recognised this provision for future pension obligations under a Defined Benefit Scheme. The provision reflects management's estimate of the future pension liabilities, based upon advice received from external legal and other advisors. The company reviews this provision annually to ensure its adequacy and consistency with applicable legal and regulatory requirements.

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

12. Intangible Assets

Group

	Other
	£
Cost
As at 1 January 2025	29,600

As at 31 December 2025	29,600

Amortisation
As at 1 January 2025	21,213
Provided during the period	2,960

As at 31 December 2025	24,173

Net Book Value
As at 31 December 2025	5,427

As at 1 January 2025	8,387

Company

	Other
	£
Cost
As at 1 January 2025	29,600

As at 31 December 2025	29,600

Amortisation
As at 1 January 2025	21,213
Provided during the period	2,960

As at 31 December 2025	24,173

Net Book Value
As at 31 December 2025	5,427

As at 1 January 2025	8,387

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

13. Tangible Assets

Group

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost or Valuation
As at 1 January 2025	38,642,155	204,530	796	604,564
Additions	1,325,552	18,217	-	2,308
Disposals	-	-	(796 )	-
Revaluation	(1,307,942 )	-	-	-

As at 31 December 2025	38,659,765	222,747	-	606,872

Depreciation
As at 1 January 2025	342,155	120,121	695	511,288
Provided during the period	17,610	23,947	101	15,011
Disposals	-	-	(796 )	-

As at 31 December 2025	359,765	144,068	-	526,299

Net Book Value
As at 31 December 2025	38,300,000	78,679	-	80,573

As at 1 January 2025	38,300,000	84,409	101	93,276


	Computer Equipment	Total
	£	£
Cost or Valuation
As at 1 January 2025	184,609	39,636,654
Additions	11,093	1,357,170
Disposals	-	(796 )
Revaluation	-	(1,307,942 )

As at 31 December 2025	195,702	39,685,086

Depreciation
As at 1 January 2025	170,536	1,144,795
Provided during the period	14,694	71,363
Disposals	-	(796 )

As at 31 December 2025	185,230	1,215,362

Net Book Value
As at 31 December 2025	10,472	38,469,724

As at 1 January 2025	14,073	38,491,859

Land and buildings with a carrying amount of £38,300,000 (2024 : £38,300,000) were revlaued in May 2024 by Colliers and October 2022 by Frank Knight LLP, independent valuers not connected with the company on the basis of market value. The valuations conform to International Valuation Standards and were based on recent market transactions on arm's length terms for similar properties.

Page 24

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Company

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost or Valuation
As at 1 January 2025	38,642,155	204,530	796	602,053
Additions	1,325,552	18,217	-	2,309
Disposals	-	-	(796 )	-
Revaluation	(1,307,942 )	-	-	-

As at 31 December 2025	38,659,765	222,747	-	604,362

Depreciation
As at 1 January 2025	342,155	120,121	695	510,284
Provided during the period	17,610	23,947	101	14,508
Disposals	-	-	(796 )	-

As at 31 December 2025	359,765	144,068	-	524,792

Net Book Value
As at 31 December 2025	38,300,000	78,679	-	79,570

As at 1 January 2025	38,300,000	84,409	101	91,769


	Computer Equipment	Total
	£	£
Cost or Valuation
As at 1 January 2025	184,609	39,634,143
Additions	11,093	1,357,171
Disposals	-	(796 )
Revaluation	-	(1,307,942 )

As at 31 December 2025	195,702	39,682,576

Depreciation
As at 1 January 2025	170,536	1,143,791
Provided during the period	14,695	70,861
Disposals	-	(796 )

As at 31 December 2025	185,231	1,213,856

Net Book Value
As at 31 December 2025	10,471	38,468,720

As at 1 January 2025	14,073	38,490,352

Page 25

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

14. Investment Property

Group

	2025
	£
Fair Value
As at 1 January 2025 and 31 December 2025	297,593

Company

The company had no investment property as at 31 December 2025 or 31 December 2024.

15. Investments

Company

	Subsidiaries
	£
Cost or Valuation
As at 1 January 2025	403

As at 31 December 2025	403

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	403

As at 1 January 2025	403

16. Stocks

	2025	2024
	£	£
Stock	41,734	31,806

17. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Due within one year
Trade debtors	589,838	208,309	281,906	169,519
Prepayments and accrued income	118,827	127,113	-	-
Other debtors	1,519,007	5,635	1,515,886	-
Corporation tax repayable	136,432	136,432	136,432	136,432
VAT recoverable	-	-	4,167	50,963
Directors' loan accounts	662,985	1,780,331	662,985	1,780,331
Amounts owed by subsidiaries	-	-	123,096	122,596

	3,027,089	2,257,820	2,724,472	2,259,841

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

18. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	60,133	55,513	60,133	55,513
Trade creditors	257,890	257,709	5,138	22,460
Bank loans and overdrafts	4,316,357	360,829	4,316,357	360,829
Other taxes and social security	69,303	59,723	-	-
VAT recoverable	291,667	242,935	-	-
Other creditors	54,813	231,626	-	-
Accruals	4,349,772	3,500,271	118,639	272,958
Amounts owed to subsidiaries	-	-	5,114,543	4,509,111

	9,399,935	4,708,606	9,614,810	5,220,871

19. Creditors: Amounts Falling Due After More Than One Year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	5,230	65,363	5,230	65,363
Bank loans	18,657,744	21,537,409	18,468,981	21,348,645

	18,662,974	21,602,772	18,474,211	21,414,008

20. Loans

An analysis of the maturity of loans is given below:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Amounts falling due within one year or on demand:
Bank loans	4,316,357	360,829	4,316,357	360,829

	4,316,357	360,829	4,316,357	360,829

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Amounts falling due between one and five years:
Bank loans	18,657,744	21,537,409	18,468,981	21,348,645

	18,657,744	21,537,409	18,468,981	21,348,645

The bank loan is secured by fixed charges over the freehold properties owned by the company and fixed and floating charges over the assets of the company and cross guarantees provided by wholly owned subsidiaries Pearl Hotel (Gatwick) Limited and Pearl Hotel (Slough) Limited.

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

21. Obligations Under Finance Leases and Hire Purchase

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
The future minimum finance lease payments are as follows:
Not later than one year	60,133	55,513	60,133	55,513
Later than one year and not later than five years	5,230	65,363	5,230	65,363

	65,363	120,876	65,363	120,876

	65,363	120,876	65,363	120,876

22. Deferred Taxation

The provision for deferred tax is made up as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Other timing differences	1,712,585	1,729,458	1,712,585	1,729,458

23. Provisions for Liabilities

Group
	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 January 2025	1,729,458	1,400,000	3,129,458
Reversals	(16,873 )	-	(16,873)

Balance at 31 December 2025	1,712,585	1,400,000	3,112,585

Company
	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 January 2025	1,729,458	1,400,000	3,129,458
Additions	-	1,400,000	1,400,000
Utilised	-	(1,400,000 )	(1,400,000)
Reversals	(16,873 )	-	(16,873)

Balance at 31 December 2025	1,712,585	1,400,000	3,112,585

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Pearl Hotels Holding Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

24. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
10,000 Ordinary Shares of £ 0.01 each	100	100
1,177 Ordinary B shares of £ 0.01 each	12	12
588 Ordinary D shares of £ 0.01 each	6	6

	118	118

25. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £47,288 (2024: £45,512).

At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.

26. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2025	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2025
	£	£	£	£	£
Mr Zahir Somani	1,780,331	663,300	1,780,646	-	662,985

The above loan is unsecured, interest free and repayable on demand.

Page 29