REGISTERED NUMBER: 11145841 (England and Wales)

LANGSTONE QUAYS HOTEL LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mrs S Bansal

Dr A Bansal

Mrs P J Walker

REGISTERED OFFICE:

Lion Quays Hotel

Weston Rhyn

Oswestry

United Kingdom

SY11 3EN

REGISTERED NUMBER:

11145841 (England and Wales)

AUDITORS:

FWC Advisory Ltd

29 Wood Street

Stratford-Upon-Avon

Warwickshire

CV37 6JG

The directors present their strategic report of the company and the group for the year ended 30 November 2025.

REVIEW OF BUSINESS

The year ended 30 November 2025 represented a period of stabilisation and recovery for Langstone Quays Resort following the operational and trading challenges experienced in prior years.

Whilst the wider hospitality sector continued to experience inflationary pressures affecting payroll, utilities, food costs and consumer spending, the Group delivered an improved trading performance through disciplined cost management, enhanced revenue management and continued focus on operational efficiency.

During the year management continued to strengthen operational controls, improve labour efficiency and develop revenue opportunities across accommodation, food and beverage, weddings, conferences and leisure operations. Continued investment in digital marketing and revenue management supported occupancy and average room rate despite a challenging market.

Turnover increased to £4.87 million (2024: £4.82 million), while operating results before impairment improved significantly to £126,462 (2024: £54,081), reflecting stronger underlying trading performance.

During the year, the Group recognised an impairment charge of £3.2 million following a review of its tangible fixed assets. As a result, the Group reported a loss before taxation of £3,010,998 (2024: £741,954). Excluding the impact of the impairment charge, the loss before taxation reduced to £487,953 (2024: £741,954), reflecting improved commercial performance and the Group's continued focus on operational efficiency.

Net liabilities increased to £4,064,878 at the year end (2024: £388,219), principally reflecting the impact of the impairment charge recognised during the year.

Key Performance Indicators

The directors monitor performance using the following key performance indicators:

o Revenue - monitored to assess overall trading performance across accommodation, leisure and ancillary operations.

o Average Room Rate (ARR) - used to measure achieved room pricing and yield management performance.

o EBITDA - used to evaluate underlying operational performance and cash generation.

o Gross Margin - reviewed to assess pricing, purchasing efficiency and supplier management.

o Cash Flow - monitored to ensure sufficient liquidity to meet operational requirements and capital commitments.

o Net Debt and Covenant Compliance - reviewed regularly in relation to banking facilities and financial resilience.

The directors consider these KPIs to provide an appropriate assessment of trading performance, financial efficiency and liquidity.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal risks continue to include operating within a sector exposed to economic uncertainty, inflationary pressures, changing consumer spending patterns and labour market challenges.

The directors actively manage these risks through detailed forecasting, close monitoring of working capital, disciplined cost control and selective investment in facilities and technology.

The Group also remains exposed to interest rate movements and financing risk. During the year the directors continued to engage with funding partners regarding the long-term financing structure of the business.

ON BEHALF OF THE BOARD:

Mrs P J Walker - Director

19 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 November 2025.

PRINCIPAL ACTIVITY

The principal activity of the company continued to be the ownership and operation of Langstone Quays Resort, providing hotel accommodation, conferencing, weddings, leisure, and hospitality services.

DIVIDENDS

No dividends will be distributed for the year ended 30 November 2025.

FUTURE DEVELOPMENTS

Whilst no significant capital developments are currently planned, the Group has made provision for essential repairs and maintenance outside of routine operational expenditure to ensure the continued quality of its facilities.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report.

Mrs S Bansal

Dr A Bansal

Mrs P J Walker

FINANCIAL INSTRUMENTS

Price risk, credit risk, liquidity risk and cash flow risk

The company aims to mitigate liquidity risk and cash flow risk by managing working capital, and as a result, it continues to closely monitor the working capital requirements. In addition, the directors continue to work with the company's bank to ensure that these working capital requirements are met.

OBJECTIVES AND POLICIES

The company's objective is to deliver high-quality guest experiences while working towards sustainable and profitable growth. Policies focus on service quality, staff development, customer satisfaction, prudent financial management, cost control and risk management. These policies are reviewed regularly by the directors.

GOING CONCERN

The directors have considered the group's financial position, cash flow forecasts, and banking arrangements in assessing the company's ability to continue as a going concern.

During the year, certain financial covenants under the company's banking facilities were not met; however, these matters have been discussed with the bankers, who have confirmed their ongoing support for the company.

The directors have prepared detailed forecasts which indicate that the group is expected to have sufficient resources to meet its obligations as they fall due.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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;

-	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 and the 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, FWC Advisory Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs P J Walker - Director

19 August 2026

Opinion

We have audited the financial statements of Langstone Quays Hotel Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 November 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.

Material uncertainty related to going concern

We draw your attention to note 2 on Going concern in the financial statements, which indicates that the group has incurred a net loss after tax of £3,153,677 for the year ended 30 November 2025 which includes an impairment charge of £2,523,045 and, as of that date, the group had a net liabilities of £4,064,878. These conditions, along with other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. However, the directors have a reasonable expectation that the group will continue to operate and meet its liabilities as they fall due with the support of its directors, bankers, and other related parties, and therefore, the financial statements have been prepared on a going concern basis. Our opinion is not modified in respect of this matter.

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.

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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 and returns; or

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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's and the 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.

Auditors' 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 a Report of the Auditors 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:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company through discussion with the directors and from our general commercial experience. The identified laws and regulations were communicated to the audit team in order that they remained alert to any non-compliance throughout the audit.

The group and parent company are subject to laws and regulations which have a direct effect on the financial statements and the disclosures contained therein. These have been identified as: the financial reporting framework under which the group and company operates - Financial Reporting Standard 102; Statutory Instrument 2008/410 - The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008; the Companies Act 2006 and taxation legislation including pay as you earn; value added tax; corporation tax and pensions legislation.

In addition to the above, the group and parent company are subject to other operational laws and regulations where non-compliance may have a material effect on the financial statements. Non-compliance of such laws and regulations may result in litigation, the imposition of fines or the closure of the business which could have a material impact on amounts or disclosures in the financial statements. We have identified the following laws and regulations which are more likely to have significant effect as: compliance with licencing laws; food hygiene laws; health and safety laws; General Data Protection Regulation (GDPR) and employment law.

Audit procedures designed to respond to the risks of material misstatement due to irregularities, including fraud:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statements items including a review of financial statements disclosures. We reviewed the group and parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the group and parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the senior statutory auditor drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to possible indication of management bias. At the completion stage of the audit, the senior statutory auditor's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

Auditing standards limit the audit procedures required to identify non-compliance with other operational laws and regulations to enquiry of directors and management and inspection of any correspondence. If a breach of operational regulations is not evident from relevant correspondence or disclosed to us, an audit is unlikely to detect that breach. In addition, the further removed non-compliance with laws and regulations is from the events and transactions included in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting to an error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Due to the inherent limitations of an audit, there is an unavoidable risk that, despite properly planning and performing our audit in accordance with accounting standards, some material misstatements may not have been detected.

In addition, the risk of not detecting material misstatement from due to fraud is higher than the risk of one not being detected through error as fraud may involve deliberate concealment through collusion, forgery, misrepresentations and intentional omissions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Michelle Vincent (Senior Statutory Auditor)

for and on behalf of FWC Advisory Ltd

29 Wood Street

Stratford-Upon-Avon

Warwickshire

CV37 6JG

19 August 2026

TURNOVER

4

4,874,620

4,815,655

Cost of sales

(2,889,829

)

(2,828,526

)

GROSS PROFIT

1,984,791

1,987,129

Administrative expenses

(4,381,374

)

(1,933,048

)

OPERATING (LOSS)/PROFIT

7

(2,396,583

)

54,081

Interest payable and similar expenses

9

(614,415

)

(796,035

)

LOSS BEFORE TAXATION

(3,010,998

)

(741,954

)

Tax on loss

10

(142,679

)

121,154

LOSS FOR THE FINANCIAL YEAR

(3,153,677

)

(620,800

)

Loss attributable to:

Owners of the parent

(3,153,677

)

(620,800

)

LOSS FOR THE YEAR

(3,153,677

)

(620,800

)

OTHER COMPREHENSIVE INCOME

Revaluation of PPE

-

242,622

Impairment of PPE

(691,746

)

-

Income tax relating to components of other comprehensive income

168,764

(64,828

)

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(522,982

)

177,794

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,676,659

)

(443,006

)

Total comprehensive income attributable to:

Owners of the parent

(3,676,659

)

(443,006

)

FIXED ASSETS

Tangible assets

12

10,500,000

13,975,601

Investments

13

-

-

10,500,000

13,975,601

CURRENT ASSETS

Stocks

14

39,896

39,465

Debtors

15

291,465

208,715

Cash at bank and in hand

11,320

29,643

342,681

277,823

CREDITORS

Amounts falling due within one year

16

6,824,225

6,532,224

NET CURRENT LIABILITIES

(6,481,544

)

(6,254,401

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,018,456

7,721,200

CREDITORS

Amounts falling due after more than one year

17

(7,750,000

)

(7,750,000

)

PROVISIONS FOR LIABILITIES

20

(333,334

)

(359,419

)

NET LIABILITIES

(4,064,878

)

(388,219

)

CAPITAL AND RESERVES

Called up share capital

21

100

100

Revaluation reserve

22

-

506,293

Retained earnings

22

(4,064,978

)

(894,612

)

SHAREHOLDERS' FUNDS

(4,064,878

)

(388,219

)

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

Mrs P J Walker - Director

FIXED ASSETS

Tangible assets

12

10,261,804

13,719,217

Investments

13

100

100

10,261,904

13,719,317

CREDITORS

Amounts falling due within one year

16

11,397,469

10,783,054

NET CURRENT LIABILITIES

(11,397,469

)

(10,783,054

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,135,565

)

2,936,263

CREDITORS

Amounts falling due after more than one year

17

(7,750,000

)

(7,750,000

)

PROVISIONS FOR LIABILITIES

20

(294,626

)

(318,389

)

NET LIABILITIES

(9,180,191

)

(5,132,126

)

CAPITAL AND RESERVES

Called up share capital

21

100

100

Revaluation reserve

22

-

506,293

Retained earnings

22

(9,180,291

)

(5,638,519

)

SHAREHOLDERS' FUNDS

(9,180,191

)

(5,132,126

)

Company's loss for the financial year

(3,525,084

)

(922,149

)

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2026 and were signed on its behalf by:

Mrs P J Walker - Director

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 December 2023

100

(257,123

)

311,810

54,787

Changes in equity

Total comprehensive income

-

(620,800

)

177,794

(443,006

)

Revaluation of property, plant

and equipment

-

(16,689

)

16,689

-

Balance at 30 November 2024

100

(894,612

)

506,293

(388,219

)

Changes in equity

Total comprehensive income

-

(3,153,677

)

(522,982

)

(3,676,659

)

Revaluation of property, plant

and equipment

-

(16,689

)

16,689

-

Balance at 30 November 2025

100

(4,064,978

)

-

(4,064,878

)

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 December 2023

100

(4,699,681

)

311,810

(4,387,771

)

Changes in equity

Total comprehensive income

-

(922,149

)

177,794

(744,355

)

Revaluation of property, plant

and equipment

-

(16,689

)

16,689

-

Balance at 30 November 2024

100

(5,638,519

)

506,293

(5,132,126

)

Changes in equity

Total comprehensive income

-

(3,525,084

)

(522,982

)

(4,048,066

)

Revaluation of property, plant

and equipment

-

(16,689

)

16,689

-

Balance at 30 November 2025

100

(9,180,292

)

-

(9,180,192

)

Cash flows from operating activities

Cash generated from operations

1

360,385

238,056

Interest paid

(614,415

)

(796,035

)

Tax paid

-

(2,314

)

Net cash from operating activities

(254,030

)

(560,293

)

Cash flows from investing activities

Purchase of tangible fixed assets

(49,983

)

(49,471

)

Net cash from investing activities

(49,983

)

(49,471

)

Cash flows from financing activities

New loans in year

-

7,750,000

Loan repayments in year

-

(8,836,453

)

Amount introduced by directors

29,942

44,000

Increase in loans from related parties

255,748

1,667,116

Net cash from financing activities

285,690

624,663

(Decrease)/increase in cash and cash equivalents

(18,323

)

14,899

Cash and cash equivalents at beginning of year

2

29,643

14,744

Cash and cash equivalents at end of year

2

11,320

29,643

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(3,010,998

)

(741,954

)

Depreciation charges

310,795

316,491

Loss on impairment of fixed asset

2,523,045

-

Finance costs

614,415

796,035

437,257

370,572

(Increase)/decrease in stocks

(431

)

7,845

(Increase)/decrease in trade and other debtors

(82,750

)

104,848

Increase/(decrease) in trade and other creditors

6,309

(245,209

)

Cash generated from operations

360,385

238,056

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2025

30/11/25

1/12/24

£

£

Cash and cash equivalents

11,320

29,643

Year ended 30 November 2024

30/11/24

1/12/23

£

£

Cash and cash equivalents

29,643

14,744

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/12/24

Cash flow

At 30/11/25

£

£

£

Net cash

Cash at bank and in hand

29,643

(18,323

)

11,320

29,643

(18,323

)

11,320

Debt

Debts falling due within 1 year

(5,394,867

)

(255,750

)

(5,650,617

)

Debts falling due after 1 year

(7,750,000

)

-

(7,750,000

)

(13,144,867

)

(255,750

)

(13,400,617

)

Total

(13,115,224

)

(274,073

)

(13,389,297

)

1.	STATUTORY INFORMATION

Langstone Quays Hotel Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. The principal accounting policies adopted are set out below.

Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Langstone Quays Hotel Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 30 November 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Going concern

The directors have considered the financial position of the group and its ability to continue as a going concern. The group is reliant on the support of its directors, bankers and other related parties to meet its liabilities as they fall due. The group balance sheet shows net current liabilities of £6.4m which includes£5.7m payable to related parties. The net current liabilities do not include bank loans of £7.8m which were refinanced with a new lender during the year. The new bank loan has a final repayment date of 4 March 2029.

During the year, management performed an impairment review of the Group's tangible fixed assets. As a result of this assessment, an impairment charge of £3,214,791 was recognised, of which £2,523,045 was charged to the profit and loss account and £691,746 was recognised through other comprehensive income against the revaluation reserve.

The consolidated financial statements show a loss before tax of £3,010,998 for the year ended 30 November 2025. Excluding the impairment charge recognised during the year, the Group would have reported a loss before tax of £487,953, compared to a loss before tax of £741,954 for the previous year, reflecting improved trading performance and a continued focus on operational efficiency.

However, the directors have a reasonable expectation that the group will continue to operate and meet its liabilities as they fall due, with the continued support of the investors and lenders and, therefore, the financial statements have been prepared on a going concern basis.

Turnover

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue is recognised as follows:

Rooms

Revenue is recognised when the rooms are occupied.

Food and beverages

Revenue is recognised at the point of sale, when the food and beverages have been provided.

Health club and spa memberships

Revenue is recognised over the period of membership.

Health club and spa treatments and products

Revenue is recognised when the goods or service has been provided.

Deferred revenue consisting of deposits paid in advance are recognised on the day that services are performed.

Tangible fixed assets

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

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

Freehold land and buildings

2% straight line

Plant and equipment

20% straight line

Fixtures and fittings

10% - 25% straight line

Office equipment

10% - 25% straight line

Freehold land is not depreciated.

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

Stocks

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment lossin profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.