The directors present the strategic report for the year ended 31 December 2025.
Sales for the year were £84.6m (2024: £74.8m). Gross profit for the year was £63.8m - 75% (2024: £57.8m - 77%).
Average occupancy for the year for the Resort hotel was 83% (2024: 84%), with an average room rate of £141 (2024: £130).
TREVPAR (total revenue per available room) for the Resort hotel for the year was £415 (2024: £381).
Average occupancy for the Coldra Court hotel was 73% (2024: 77%), with an average room rate of £96 (2024: £88).
Average occupancy for the Ty Magor hotel was 57% (2024: 58%), with an average room rate of £66 (2024: £62).
These are the group's key measures of operational performance.
Earnings before interest, tax, depreciation and amortisation (EBITDA) were £7.3m (2024: £7.0m), being operating profit of £3.4m (2024: £3.4m) plus depreciation of £3.9m (2024: £3.6m). EBITDA is the group's key measure of financial performance.
The profit and loss account on page 14 presents the group's loss before tax of £2.3m (2024: £11.3m). Included within this is the fair value loss on derivatives totalling £1.1m (2024: gain of £0.3m) and share of losses of joint ventures of £1.1m (2024: £11.8m). The 2024 share of losses of joint ventures includes an exceptional 50% share of a £20m impairment provision of the carrying value of the fixed assets in the joint venture.
The balance sheets on page 16 and page 17 present the group's and the company's financial position at 31 December 2025. These show net current liabilities of £61.9m (2024: net current assets of £5.2m) for the group and net current liabilities of £41.4m (2024: net current assets of £16.0m) for the company. Included within this is bank loans and other borrowing due within one year totalling £61.6m (2024: £2.1m) for the group and £51.7m (2024: 2.1m) for the company. The group is in the process of refinancing these borrowings.
The group had net assets at 31 December 2025 of £72.7m (2024: £69.9m) and the company net assets of £85.5m (2024: £81.0m). The directors are satisfied with the financial position of the group and the company at 31 December 2025.
The group made further equity investments of £10.0m (2024: £2.7m) in the form of cash during the year into International Convention Centre Wales Limited, a joint venture company.
The group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the group's policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The group does not use derivative financial instruments for speculative purposes.
Cash flow risk
Interest bearing assets and liabilities are subject to variable interest rates, although the group has entered into interest rate swaps to fix the margin on certain liabilities.
Credit risk
The group's principal financial assets are bank balances and cash, and trade and other receivables.
The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term and short-term debt finance.
Price risk
The group takes reasonable steps to minimise its exposure to commodity price risk by fixing prices in the short to medium term where possible and appropriate.
The board is still continuing to seek strategic opportunities to expand the group’s future operations.
The directors aim to act in good faith to promote the group’s success in a fair manner with high standards of business conduct.
We recognise that our employees are our most important asset. We aim to be a responsible employer in our approach to pay and benefits, and we treat the health, safety and wellbeing of our employees with the utmost importance.
The directors recognise that the continued success of the group is heavily dependent upon the guest experience we provide. As such, ensuring that all our guests have the best experience possible is a key priority in how we operate.
The directors understand the significance of the group’s suppliers in delivering the long-term plans of the group. We work with a large range of suppliers and use local suppliers wherever possible. We aim to work collaboratively with our key suppliers to ensure the best outcome for all parties.
The group is one of the major employers in the Newport area and we work with local partners and the community in the delivery of our sporting and seasonal events, and to support fundraising activities.
The directors take the reputation of the group very seriously. It is our intention to always behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. We recognise that the maintenance of our good reputation, founded on responsible behaviour and conduct, is fundamental to the long-term success of the group.
The group is committed to reducing adverse impacts on the environment. Further detail on this can be found in our Streamlined Energy and Carbon Report on pages 5 to 9.
By order of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 14, a review of business is set out in the strategic report on page 1.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group's policy is to consult and discuss with employees, through staff councils and at regular meetings, matters likely to affect employees' interests.
Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Details of future developments can be found in the Strategic Report on page 2 and form part of this report by cross-reference.
UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
The Celtic Collection recognises it has moral and social responsibilities to the environment and is committed to developing an environmentally responsible business. We appreciate that environmental management is an issue of on-going concern for our guests, staff and suppliers and know that it requires constant reassessment, monitoring and continual improvement. We are dedicated to ensuring sustainability, awareness and compliance with all relevant legislation.
Since 2017, The Celtic Collection has been reporting Scope 1 and 2 Carbon emissions under the Green Dragon Environmental Management System (level 4) framework. Our intention is to migrate to the International ISO14001 standard in 2026.
Scope 1 and Scope 2 Greenhouse Gas Reporting
Energy data has been collected from supplier invoices, those corroborated, agreed and paid within the reporting year. Any energy that has been re-billed to a tenant as per current agreements has been removed as per the SECR guidance. F Gas data has been taken from a mixture of F Gas approved contractor service reports and in-house qualified engineer reports, removing any recovered and destroyed gases. Transport data has been taken from a collection of supplier invoices, fuel cards data. Due to poor data records in 2017 and 2018, a revenue calculation has been applied for comparable year-on-year figures.
We have used the Government’s greenhouse gas emission conversion factors for 2025 to calculate scope 1 and scope 2 emissions and to convert our diesel, petrol, gas oil, LPG and burning oil from litres to MWh.
Within the calculations gas consumption has been removed from the figures reported, as this is purchased from an external contractor, in turn the electricity generated from the CHP engines have been included.
Intensity Metrics
The Celtic Collection has been expanding its portfolio over the past 5 years therefore to de-couple emission growth from business growth we have employed two energy intensity metrics:
Kgs CO2e per m2 floor area
Kgs CO2e per £ of business revenue generated
Our year on year objectives are currently to improve upon the previous year’s emissions, whilst making comparisons to pre-COVID performances. The above energy intensity metrics have been employed to benchmark emissions against performances of the reporting year against previous years.
As always our baseline and benchmarking is set against pre-COVID performances, back to when we started monitoring our emissions. From the tables displayed in fig1, fig2 and fig3, we have managed to fulfil our objective of continual improvement, when you look at the majority of our GHG totals for 2025.
Whilst there is some financial uncertainty across multiple industries, hospitality and tourism are no different. It was our fortune to experience an increase in activity/events and an increase in turnover. The increased activity has shown a slight uplift in power and gas consumptions, which, which is encouraging.
The below graphs (fig 4 and fig 5) highlights that improvement, showing a reduction in kgCO2e per m2 against kgCO2e per £ Revenue. This is supported by the reduction in Scopes 1and 2 CO2e per fuel type. In addition, we have made a significant improvement with our management of our chiller systems, not having had to recharge any of our systems, this is evidence of a rigid maintenance and PPM regime to keep systems intact.
These figures complement our commitment and efforts towards a net zero ambition for scopes 1 and 2. We are also developing a strategy that will allow us to manage our scope 3 impacts also. We have informed our supply chain and contractors of our need to start reporting on our scope 3 activity to allow us to fully understand our overall impacts. Our scope three agenda has the intention of helping all of our supplier and contractor community to achieving the same goals as we have.
To further support our vision we have supported our ambition by completing our mandatory assessment of the Energy Savings Opportunity Scheme (ESOS). This has allowed to re-evaluate where we are and to build an updated roadmap towards Net Zero.
The move towards ISO14001 will help increase our appetite towards continual improvement. We have been fortunate to have been awarded an Energy Conscious Organisation (EnCo) accreditation. This standard allows us to develop our ISO50001 mindset, supporting and complimenting ISO14001.
Both accreditations will continue to establish firm structures as to how we manage our mechanical and electrical equipment and systems, whilst being drivers for our behavioural change element of objectives. To continue the growth of our ‘Environmental Citizen’ campaign that continues within the business.
The continuation of the project activities assigned to those ‘Working Groups’ across all properties, with all teams targeted to fulfil 3-4 projects a quarter. Outside of working groups we are fortunate to have created a proactive mentality within individuals who may not be part of a working group. and with individuals becoming greatly proactive, generating further projects.
The improvements made over time along with the growing environmental community are a large reason for the business seeing an uplift in in its EMS system jumping from level 3 to 4 in 2023 and retaining that standard in 2024.
The newly adopted Information Management & Technology (IM&T) platform Systemslink is used to support the positive actions of both the working groups an individuals. The platform generates monthly reports for each individual property focusing on energy and water consumption along with waste generated.
All of the aforementioned systems and strategies help the organisation and team members towards understanding it’s environmental impact the following activities help move us closer to our environmental targets
Continuation of environmental training to all permanent staff
Continued operation of onsite Combined Heat & Power engines
Regular energy and environmental updates to all staff during meetings and through monthly reporting via the Collection employee online platform.
Monitoring of smart metering on mains incoming supplies, kitchen and pool supplies
Continuation of environmental audits throughout multiple sites
Continuing the fitting of low-wattage and LED bulbs, now covering >95% of the Collection.
Working toward full BMS integration across multiple sites creating a singular platform to manage all sites remotely
Maintaining 93 hectares of woodland across the Celtic Manor Resort estate, enough trees to offset 465 tonnes of CO2 every year.
Continued management of our 100% self-sustained irrigation system on all three resort golf courses.
Continuation of modifying our fleet vehicles to hybrids/electric fleet cars for business activity throughout the Collection
Management of onsite Tesla EV charging station (30 units), along with an additional installation of 4 (22kW) dual fast chargers, with a (100kW) rapid charger .
Installation of 8 rapid chargers at Coldra Court Hotel by quarter 2, 2025
The adoption of ISO14001 by quarter 2, 2025
Continued monitoring smart water meters (leakage detection) for all properties
Management of the Energy Conscious Organisation (EnCo) accreditation
Progress our onsite solar array (1.7MWh)
Progress onsite solar project for the Innovation Centre
Development of proof of concept projects - Voltage Optimisation – Smartcool Heating Optimisation – Energy efficient ventilation
The objective for Net Zero is to create a hybrid network of solutions that further distances us from our natural gas consumption, whilst growing our on-site generation.
Whilst there are established technologies that exist and can assist with the decarbonisation challenge, we continue to seek out those emerging/reliable technologies or strategies that can help our overall objective of carbon and water reduction.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The directors have adopted the going concern basis notwithstanding the current year loss after tax of £2.2m (2024: £11.6m). Included within this is the fair value loss on derivatives totalling £1.1m (2024: gain of £0.3m) and share of losses of joint ventures of £1.1m (2024: £11.8m). The share of losses in joint ventures relates to the group's investment in International Conference Centre Wales Limited ("ICCW") and the 2024 share of losses of joint ventures includes an exceptional impairment provision of £10m. The joint venture partners have made further equity investments into ICCW during the year, see note 13, and ICCW has used the equity investments to significantly reduce its bank debt. ICCW has prepared detailed forecasts through to 31 December 2028 which, if achieved, show that the company will be able to meet its financial obligations as they fall due and generate future profits.
The balance sheets on page 16 and page 17 present the group's and the company's financial position at 31 December 2025. These show net current liabilities of £61.9m (2024: net current assets of £5.2m) for the group and net current liabilities of £41.4m (2024: net current assets of £16.0m) for the company. Included within this are bank loans and other borrowings due within one year totalling £61.6m (2024: £2.1m) for the group and £51.7m (2024: 2.1m) for the company. The group is in the process of refinancing these borrowings.
Furthermore, the group has a very supportive parent undertaking that is committed to the long term success of the group, and is willing and capable of providing additional funding to the group if required. During the year the parent company made an equity investment of £5.0m into the group, see note 26 and subsequent to the year end a further £0.8m equity investment, see note 28. Therefore the board has concluded that it is appropriate to continue to adopt the going concern basis.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, 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;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of The Celtic Manor Resort Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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).
Basis for 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's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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' report 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.
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006 and ISO standards;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £513,000 (2024: £9,158,000 loss).
The Celtic Manor Resort Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is C/o Celtic Manor Resort, Coldra Woods, Newport, United Kingdom, NP18 1HQ.
The group consists of The Celtic Manor Resort Limited and all of its subsidiaries.
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 amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being the parent of a group that prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £513,000 (2024: £9,158,000 loss).
The consolidated financial statements incorporate those of The Celtic Manor Resort Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 31 December 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.
Investments in joint ventures are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures include acquired goodwill.
If the group’s share of losses in a joint venture equals or exceeds its investment in the joint venture, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture.
Unrealised gains arising from transactions with joint ventures are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The directors have adopted the going concern basis notwithstanding the current year loss after tax of £2.2m (2024: £11.6m). Included within this is the fair value loss on derivatives totalling £1.1m (2024: gain of £0.3m) and share of losses of joint ventures of £1.1m (2024: £11.8m). The share of losses in joint ventures relates to the group's investment in International Conference Centre Wales Limited ("ICCW") and the 2024 share of losses of joint ventures includes an exceptional impairment provision of £10m. The joint venture partners have made further equity investments into ICCW during the year, see note 13, and ICCW has used the equity investments to significantly reduce its bank debt. ICCW has prepared detailed forecasts through to 31 December 2028 which, if achieved, show that the company will be able to meet its financial obligations as they fall due and generate future profits.
The balance sheets on page 16 and page 17 present the group's and the company's financial position at 31 December 2025. These show net current liabilities of £61.9m (2024: net current assets of £5.2m) for the group and net current liabilities of £41.4m (2024: net current assets of £16.0m) for the company. Included within this are bank loans and other borrowings due within one year totalling £61.6m (2024: £2.1m) for the group and £51.7m (2024: 2.1m) for the company. The group is in the process of refinancing these borrowings.
Furthermore, the group has a very supportive parent undertaking that is committed to the long term success of the group, and is willing and capable of providing additional funding to the group if required. During the year the parent company made an equity investment of £5.0m into the group, see note 26 and subsequent to the year end a further £0.8m equity investment, see note 28. Therefore the board has concluded that it is appropriate to continue to adopt the going concern basis.
Turnover 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 from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from the provision of professional services is recognised when the service has been provided, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Freehold land and assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its 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 payments 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. Amounts 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.
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 subsequently 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 through 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’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.
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.
The carrying value of the deferred tax asset at the year end was £3,760,000 (2024: £3,649,000). Details of the asset are provided in note 24 to the accounts. The critical judgement relates to the group's ability to utilise the asset against future taxable profits
The group has £17.7m (2024: £17.8m) of losses available to offset against future profits. The group utilised £2.5m (2024: £0.6m) of its brought forward losses during the year in the main trading company, which accounted for -£0.625m (2024: -£0.1m) of the movement in the deferred tax asset during the year. During the year the group generated current year losses, including adjustments in respect of prior year, of £2.4m predominantly arising in other group companies, which accounted for £0.600m of the movement in the deferred tax asset during the year. The group expects to continue to trade profitably and to therefore be in a position to utilise these losses in the foreseeable future.
The carrying value of land and buildings at the year end was £103,810,000 (2024: £104,893,000) of which £59,938,000 (2024: £59,938,000) relates to land and the remaining £43,872,000 (2024: £44,955,000) relates to buildings.
As noted in 1.5 the buildings are being depreciated at 2% per annum, this involves significant judgement. The board periodically reviewed the useful economic life of all assets including buildings and where necessary asset lives are revised with any changes in value being reflected in the income statement immediately where there is an impairment or in future periods by a change in depreciation. The board has carried out a formal impairment exercise based on forecast cash flows discounted at the group's cost of capital; on this basis the board is satisfied that the assets are not impaired.
The carrying value of joint ventures at the year end in the group accounts was £21,549,000 (2024: £12,692,000). This includes the group's share of losses incurred to date of £21,596,000 (2024: £20,453,000). The carrying value in the company's accounts, being cost of investment less impairment, was £33,145,000 (2024: £23,145,000). During the prior year an exceptional impairment loss of £10,000,000 was recognised in the company accounts, being the equivalent of the group's current year share of losses arising from exceptional impairment adjustments made in the JV in the year. No impairment was recognised in the group accounts in the prior year as the group's share of losses included exceptional impairment adjustments made in the JV in the prior year.
The only joint venture at the current year end is International Convention Centre Wales Limited ("ICCW"). The Convention Centre opened in September 2019, early trading was satisfactory, although the company made losses in the year to 31 December 2019 and year to 31 December 2020 in line with expectations. ICCW's operations were affected by the Covid-19 pandemic; the Centre was largely closed from March 2020 to early 2022. The Celtic Manor Resort Limited and the Welsh Government have committed to support ICCW; both joint venture parties remain committed to and confident in the long-term commercial success of ICCW; detailed forecasts have been prepared for the next 3 years. A formal impairment review has been carried out based on the discounted cashflows from this model, on this basis the company is satisfied that the impairment loss recognised in the prior year is appropriate, however this clearly involves significant judgement. During the year ICCW has received £20,000,000 of further investments, of which £10,000,000 was investment from The Celtic Manor Resort Limited (2024: ICCW received £5,412,000 of further investments, of which £2,706,000 was investment from The Celtic Manor Resort Limited).
The group uses interest rate swaps to hedge against interest rate rises; at 31 December 2025 the fair value of the associated derivative was an asset of £2,331,000 (2024: £3,436,000), the fair values are provided by the counterparty banks.
An analysis of the group's turnover is as follows:
All revenue is derived from the group's single geographical market in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024: 1).
Certain directors are remunerated by other entities within the Wesley Clover International Corporation Group; it is not practicable to allocate their remuneration between their services to the company and their services to the Wesley Clover Group as a whole.
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Factors that may affect future tax charges
The group has £17.7m (2024: £17.8m) of losses available to offset against future profits. A deferred tax asset has been recognised as the directors believe that the asset is recoverable on the basis that all available evidence suggest that it is more likely than not that there will be suitable profits in the foreseeable future from which the reversal of the underlying timing differences can be deducted.
Included in cost of land and buildings is freehold land which is not depreciated.
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
On 26 June 2025 the group made a further £10,000,000 equity investment in the form of cash into a jointly controlled entity, International Convention Centre Wales Limited.
On 26 June 2025 the company made a further £10,000,000 equity investment in the form of cash into a jointly controlled entity, International Convention Centre Wales Limited.
Details of the company's subsidiaries at 31 December 2025 are as follows:
The registered office of both of the above companies is Celtic Manor Resort, Coldra Woods, Newport, United Kingdom, NP18 1HQ.
Details of joint ventures at 31 December 2025 are as follows:
Investments in jointly controlled entities are accounted for using the equity method as required by FRS 102 Section 15 'Investments in Joint Ventures'.
At the year end the carrying amount of investments in jointly controlled entities was £21,549,000 (2024: £12,692,000) for the group and £33,145,000 (2024: £23,145,000) for the company.
The registered office of the above company is Coldra Woods, Newport, Gwent, NP18 1HQ.
The group purchases interest rate swaps to manage interest rate risk volatility. The fair values of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices. Where quoted prices are not available for derivatives the fair value of derivatives has been calculated by discounting the expected future cash flows at prevailing interest rates.
Obligations under finance lease are secured against the assets to which they relate. For details of security against bank loans and overdrafts refer to note 21.
Obligations under finance lease are secured against the assets to which they relate. For details of security against bank loans and overdrafts refer to note 21.
Bank loans are secured against certain assets of the group and are repayable in quarterly instalments.. Interest is charged on these borrowings at the banks' Compounded Reference Rate plus 2.5%.
At 31 December 2025 the group was party to an interest rate swap with a notional value of £5,000,000, whereby it pays a fixed rate at 5.4% per annum in respect of amounts drawn down under the facility; the swap expires on 23 August 2027. Additional interest paid in respect of swap arrangements is estimated to be £59,000 (2024: £13,000).
At 31 December 2025 the group was party to an interest rate swap with a notional value of £25,000,000, whereby it pays a fixed rate at 0.665% per annum in respect of amounts drawn down under the facility; the swap expires on 30 July 2029. Additional interest received in respect of swap arrangements is estimated to be £888,000 (2024: £823,000).
The fair value of interest rate swap at 31 December 2025 was an asset of £2,331,000 (2024: £3,436,000). This is included as derivative financial instruments within debtors due within one year.
Other borrowings are secured against certain assets of the group and are repayable at the end of the loan term in 2026. Interest is charged on these borrowings at EU Reference Rate plus a margin of 2.8% - 3.7%.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax asset set out above is expected to reverse within the next few accounting periods and relates predominantly to the utilisation of tax losses against future expected profits, less accelerated capital allowances that are expected to mature and less temporary timing differences in relation to derivatives held at fair value that are expected to reverse.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company has one class of ordinary shares which carry full voting, dividend and return of capital rights.
On 16 June 2025 the company issued 10 ordinary £1 shares for total consideration of £5,000,000 resulting in a £4,999,990 increase in share premium.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 30 March 2026 the company issued 10 ordinary £1 shares for total consideration of £750,000 resulting in a £749,990 increase in share premium.
The balance sheets on page 16 and page 17 present the group's and the company's financial position at 31 December 2025. These show net current liabilities of £61.9m (2024: net current assets of £5.2m) for the group and net current liabilities of £41.4m (2024: net current assets of £16.0m) for the company. Included within this are bank loans and other borrowings due within one year totalling £61.6m (2024: £2.1m) for the group and £51.7m (2024: 2.1m) for the company. The group is in the process of refinancing these borrowings.
The remuneration of key management personnel is as follows.
The group has taken advantage of the exemption, under the terms of FRS 102, section 33.1A, not to disclose related party transactions with wholly owned subsidiaries within the group.
At the year end the group owed £7,000 (2024: £13,000) to Sir T Matthews, a director and the ultimate controlling party, this amount being included within other creditors due within one year.
During the year the group made sales of £45,000 (2024: £9,000) to the ultimate parent company.
At the year end the group was owed £nil (2024: £4,000) by companies within the Wesley Clover International Corporation group, this amount being included within amounts owed by group undertakings due within one year.
During the year the group made sales of £4,933,000 (2024: £4,440,000) to jointly controlled entities. During the year the group made equity investments of £10,000,000 (2024: £2,706,000) into jointly controlled entities. At the year end the group owed £64,000 to (2024: was owed £355,000 by) jointly controlled entities, this amount being included within amounts owed to joint ventures due within one year (2024: amounts owed by joint ventures due within one year).