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Registered number: 16347267














ELLENBOROUGH HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Director
H Mackenzie Smith 




Registered number
16347267



Registered office
2nd Floor Connaught House
1-3 Mount Street

London

W1K 3NB




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
ELLENBOROUGH HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1
Director's Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Statement of Financial Position
 
9
Company Statement of Financial Position
 
10
Consolidated Statement of Changes in Equity
 
11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Consolidated Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 28


 
ELLENBOROUGH HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025

Introduction
 
The Director presents the Group Strategic Report for Ellenborough Holdings Limited (the "company") and its subsidiaries (collectively the "group") for the year ended 30 June 2025.

Business review
 
The directors are pleased and satisfied with the performance of the group for the year ended 30 June 2025.

The present management structure works well for the hotel and costs and services are closely monitored at all levels to ensure that the hotel retains its five star status.

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

Market and demand risk. The Group operates in the UK hotel sector, where occupancy and room rates are sensitive to economic conditions, consumer confidence and discretionary spending. A downturn in leisure or corporate travel would reduce turnover. The director monitors forward bookings and adjusts pricing and cost to respond to demand, whilst taking care not to adjust prices so far as to erode the positioning and perceived quality of the hotels.

Cost and margin risk. Gross and operating margins are exposed to rising labour, energy and food costs. With operating margin at a low level, small movements in input costs have a material effect on profitability. The Group manages this through supplier review, cost control and staff planning.

Financial key performance indicators
 
The sustainability of the Group will be determined significantly by our ability to continue to grow revenues in excess of its costs. Therefore, the level of sales driven by occupancy rates and room rates and the containment of cost growth are key performance indicators (KPls).


This report was approved by the board on 24 August 2026 and signed on its behalf.



H Mackenzie Smith
Director

Page 1

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2025

The director presents his report and the financial statements for the year ended 30 June 2025.

Results and dividends

The profit for the year, after taxation, amounted to £62,625,931 (2024 - loss £1,882,691).

Directors

The directors who served during the year were:

H Mackenzie Smith (appointed 27 March 2025)
A Mackenzie Smith (appointed 27 March 2025, resigned 6 October 2025)

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Future developments

There are no plans which will significantly change the activities and risks of the company.

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditors are aware of that information.

Page 2

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025

Post balance sheet events

There have been no significant events affecting the group since the year end.

Auditors

Sopher + Co LLP was appointed as auditor of the Company during the period. Under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 24 August 2026 and signed on its behalf.
 





H Mackenzie Smith
Director

Page 3

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELLENBOROUGH HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Ellenborough Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025, which comprise the group Statement of Comprehensive Income, the group and company Statements of Financial Position, the group Statement of Cash Flows, the group and company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 June 2025 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the 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 director with respect to going concern are described in the relevant sections of this report.


Other information


The director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report 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.


Page 4

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELLENBOROUGH HOLDINGS LIMITED (CONTINUED)

Other information (continued)

In connection with our audit of the financial statementsour 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.


Opinion 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the 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 Director's Report.


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


adequate accounting records have not been kept 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 director's 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 Director's Responsibilities Statement set out on page 2, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the director is responsible for assessing the 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 director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELLENBOROUGH HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 group through discussions with directors and other management, and from our commercial knowledge and experience; 
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, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
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; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the group’s remuneration policies. 

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. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors. 

 
Page 6

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ELLENBOROUGH HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, 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 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 Auditors' 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 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' 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.





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

24 August 2026
Page 7

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025

2025
2024
Note
£
£

  

Turnover
 4 
7,329,013
7,099,272

Cost of sales
  
(4,163,352)
(3,842,527)

Gross profit
  
3,165,661
3,256,745

Administrative expenses
  
(3,098,684)
(2,965,026)

Other operating income
 5 
64,134,026
-

Operating profit
 6 
64,201,003
291,719

Interest payable and similar expenses
 10 
(1,504,704)
(2,174,410)

Profit/(loss) before taxation
  
62,696,299
(1,882,691)

Tax on profit/(loss)
 11 
(70,368)
-

Profit/(loss) for the financial year
  
62,625,931
(1,882,691)

Profit/(loss) for the year attributable to:
  

Owners of the  company
  
62,625,931
(1,882,691)

  
62,625,931
(1,882,691)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 28 form part of these financial statements.

Page 8

 
ELLENBOROUGH HOLDINGS LIMITED
REGISTERED NUMBER:16347267

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 14 
26,400,741
26,742,130

  
26,400,741
26,742,130

Current assets
  

Stocks
  
56,687
69,131

Debtors: amounts falling due within one year
 16 
277,532
591,886

Cash at bank and in hand
  
2,886,245
1,989,042

  
3,220,464
2,650,059

Current liabilities
  

Creditors: amounts falling due within one year
 17 
(2,049,055)
(64,516,338)

Net current assets/(liabilities)
  
 
 
1,171,409
 
 
(61,866,279)

Total assets less current liabilities
  
27,572,150
(35,124,149)

Provisions for liabilities
  

Deferred taxation
 18 
(107,327)
(36,959)

Net assets/(liabilities)
  
27,464,823
(35,161,108)


Capital and reserves
  

Called up share capital 
 19 
10,000
10,000

Merger reserve
 20 
590,000
590,000

Profit and loss account
 20 
26,864,823
(35,761,108)

  
27,464,823
(35,161,108)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 August 2026.




H Mackenzie Smith
Director

The notes on pages 15 to 28 form part of these financial statements.

Page 9

 
ELLENBOROUGH HOLDINGS LIMITED
REGISTERED NUMBER:16347267

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025

2025
Note
£

Fixed assets
  

Investments
 15 
1,000,000

  
1,000,000

Current assets
  

Debtors: amounts falling due within one year
 16 
26,323,001

Net current assets
  
 
 
26,323,001

  

Net assets
  
27,323,001


Capital and reserves
  

Called up share capital 
 19 
10,000

Merger reserve
 20 
590,000

Profit and loss account
  
26,723,001

  
27,323,001


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 August 2026.


H Mackenzie Smith
Director

The notes on pages 15 to 28 form part of these financial statements.

Page 10

 
ELLENBOROUGH HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025


Called up share capital
Merger reserve
Profit and loss account
Equity attributable to owners of parent company
Total equity

£
£
£
£
£


At 1 July 2023
10,000
590,000
(33,878,417)
(33,278,417)
(33,278,417)



Loss for the year
-
-
(1,882,691)
(1,882,691)
(1,882,691)



At 1 July 2024
10,000
590,000
(35,761,108)
(35,161,108)
(35,161,108)



Profit for the year
-
-
62,625,931
62,625,931
62,625,931


At 30 June 2025
10,000
590,000
26,864,823
27,464,823
27,464,823


The notes on pages 15 to 28 form part of these financial statements.

Page 11

 
ELLENBOROUGH HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£




Profit for the year
-
-
26,723,001
26,723,001

Shares issued on incorporation
10,000
-
-
10,000

Group reconstruction
-
590,000
-
590,000


At 30 June 2025
10,000
590,000
26,723,001
27,323,001


The notes on pages 15 to 28 form part of these financial statements.

Page 12

 
ELLENBOROUGH HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
62,625,931
(1,882,691)

Adjustments for:

Amortisation of intangible assets
-
64,900

Depreciation of tangible assets
608,697
580,475

Interest paid
(1,504,704)
2,174,410

Taxation charge
70,368
-

Decrease in stocks
12,444
22,881

Decrease/(increase) in debtors
314,354
(273,639)

Increase in creditors
1,666,743
2,017,855

Loan restructuring
(64,134,026)
-

Net cash generated from operating activities

(340,193)
2,704,191


Cash flows from investing activities

Purchase of tangible fixed assets
(267,308)
(321,869)

Net cash from investing activities

(267,308)
(321,869)

Cash flows from financing activities

Interest paid
1,504,704
(2,174,410)

Net cash used in financing activities
1,504,704
(2,174,410)

Net increase in cash and cash equivalents
897,203
207,912

Cash and cash equivalents at beginning of year
1,989,042
1,781,130

Cash and cash equivalents at the end of year
2,886,245
1,989,042


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,886,245
1,989,042

2,886,245
1,989,042


The notes on pages 15 to 28 form part of these financial statements.

Page 13

 
ELLENBOROUGH HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2025





At 1 July 2024
Cash flows
Other non-cash changes
At 30 June 2025
£

£

£

£

Cash at bank and in hand

1,989,042

897,203

-

2,886,245

Debt due within 1 year

(62,929,323)

300,000

62,629,323

-


(60,940,281)
1,197,203
62,629,323
2,886,245

The notes on pages 15 to 28 form part of these financial statements.

Page 14

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

1.


General information

Ellenborough Holdings Limited is a private limited liability company registered in England and Wales. Its registered office address and principal place of business is at 2nd Floor Connaught House, 1-3 Mount Street, London, W1K 3NB.

The principal activity of the company is that of a holding company.

The principal activity of the Group is that of a hotel operator.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The group reconstruction completed in the year, under which Ellenborough Holdings Limited became the new holding company, has been accounted for using merger accounting in accordance with FRS 102 section 19.27. Under this method, the assets and liabilities of the combining entities are recorded at their pre-combination carrying amounts. No fair value adjustments are made on consolidation and no goodwill arises. The results and cash flows of all combining entities are included in the consolidated financial statements from the beginning of the earliest period presented, as if the group had always existed in its current form. The difference between the nominal value of shares issued by the new holding company and the nominal value of the previous parent's share capital is recognised in the merger reserve.

Page 15

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

The group's functional and presentational currency is £ sterling.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 
2.4

Turnover

Turnover consists mainly of room rentals, conferences and banqueting, and food and beverage sales. Revenue is recognised when rooms are occupied, conferences and banqueting events take place, and food and beverages are sold.

 
2.5

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. 

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

The group contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the group in independently administered funds.

Page 16

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 17

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following basis:

Freehold property
-
1% straight line on buildings
Plant and machinery
-
30% straight line
Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
8-20% reducing balance
Office equipment
-
25% straight line

Freehold land is not depreciated.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

  
2.14

Basic financial instruments

The group only enters into transactions that result in basic financial instruments such as trade and other debtors, trade and other creditors, cash at bank and in hand, and loans from related parties.

Trade debtors and other debtors are recognised initially at the transaction price less attributable transaction costs. Trade creditors, other creditors and loans from related parties are recognised initially at transaction price plus attributable transaction costs. Subsequently they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors.

Cash at bank and in hand comprise cash balances and call deposits.

 
2.15

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

Page 18

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Significant judgements

Impairment of investment in Metropolitan Estates Inc
Management has judged that the investment in Metropolitan Estates Inc, acquired as part of the group reconstruction, is fully impaired. This reflects the fact that Metropolitan Estates Inc has no net assets following the write-off of intercompany loans in the year.

Key sources of estimation uncertainty

There are no critical accounting estimates that materially affect these financial statements.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Hotel operations
7,329,013
7,099,272


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Loan restructuring
64,134,026
-



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible fixed assets
608,697
580,475

Amortisation of intangible fixed assets
-
64,900

Page 19

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

7.


Auditors' remuneration

During the year, the group obtained the following services from the company's auditors:


2025
2024
£
£

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
25,000
22,000


8.


Employees

Staff costs were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
2,585,379
2,656,518

Social security costs
197,368
166,427

Cost of defined contribution scheme
41,127
35,864

2,823,874
2,858,809


The average monthly number of employees, including the director, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Employees
172
167
-
-



Directors
3
3
2
-

175
170
2
0


9.


Director's remuneration

The directors received no remuneration in the year (2024: £nil).




Page 20

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

10.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
1,504,704
2,174,410

The negative interest charge is in respect of the reversal of interest previously charged but not paid.


11.


Taxation


2025
2024
£
£

Current tax


Current tax on profits for the year
-
-


Deferred tax


Origination and reversal of timing differences
70,368
-


Tax on profit/(loss)
70,368
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
62,696,299
(1,882,691)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
15,674,075
(470,673)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
-
16,225

Expenses not deductible for tax purposes
52,503
1,289

Depreciation for year in excess of capital allowances
59,261
67,994

Utilisation of tax losses
(128,508)
(158,438)

Lower rate taxes on overseas profits
(15,657,331)
-

Unrelieved tax losses carried forward
-
500,000

Corporate interest restriction
-
43,603

Deferred tax
70,368
-

Total tax charge for the year
70,368
-

Page 21

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
 
11.Taxation (continued)


Factors that may affect future tax charges

At the reporting date the group has estimated trading tax losses of £11,706,421 (2024 - £26,545,276) and capital losses of £3,211 (2024 - £3,211) available to carry forward and use against future taxable profits. No deferred tax asset provision in respect of the losses has been made as there is insufficient evidence to ascertain its recoverability.


12.


Parent company profit for the year

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent company for the year was £26,723,001 (2024 - £NIL).


13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 July 2024
916,374



At 30 June 2025

916,374



Amortisation


At 1 July 2024
916,374



At 30 June 2025

916,374



Net book value



At 30 June 2025
-



At 30 June 2024
-



Page 22

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

14.


Tangible fixed assets

Group






Freehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 July 2024
26,322,969
2,607,002
37,000
4,556,186
418,007
33,941,164


Additions
-
267,308
-
-
-
267,308


Disposals
-
(307,601)
-
-
(255,135)
(562,736)


Transfers between classes
-
(29,990)
-
-
29,990
-



At 30 June 2025

26,322,969
2,536,719
37,000
4,556,186
192,862
33,645,736



Depreciation


At 1 July 2024
1,311,106
2,117,195
16,621
3,473,766
280,346
7,199,034


Charge for the year on owned assets
131,615
322,308
5,095
102,290
47,389
608,697


Disposals
-
(307,601)
-
-
(255,135)
(562,736)


Transfers between classes
-
(9,432)
-
-
9,432
-



At 30 June 2025

1,442,721
2,122,470
21,716
3,576,056
82,032
7,244,995



Net book value



At 30 June 2025
24,880,248
414,249
15,284
980,130
110,830
26,400,741



At 30 June 2024
25,011,863
489,807
20,379
1,082,420
137,661
26,742,130

Page 23

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Group reconstruction
600,000


Transfers intra group
1,000,000



At 30 June 2025
1,600,000



Impairment


Charge for the period
600,000



At 30 June 2025

600,000


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Shetland Hotels Limited
2nd Floor Connaught House, 1-3 Mount Street, London, W1K 3NB, United Kingdom
Ordinary
100%
Metropolitan Estates Inc
HSBC Bank Building, 6th Floor, Samuel Lewis Avenue, Panama City, Panama
Ordinary
100%

The aggregate of the share capital and reserves as at 30 June 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Shetland Hotels Limited
3,928,256
26,232,733

Metropolitan Estates Inc
-
(600,000)

Page 24

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Ellenborough Park Limited
2nd Floor Connaught House, 1-3 Mount Street, London, W1K 3NB, United Kingdom
Ordinary
100%
Shetland Business Limited
The Lake Building, 1st Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
Ordinary
100%

The aggregate of the share capital and reserves as at 30 June 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Ellenborough Park Limited
714,566
(329,803)

Shetland Business Limited
-
-

Page 25

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
36,911
455,087
-
-

Amounts owed by group undertakings
-
-
26,323,001
-

Other debtors
64,821
800
-
-

Prepayments and accrued income
175,800
135,999
-
-

277,532
591,886
26,323,001
-



17.


Creditors: Amounts falling due within one year

Group
Group
2025
2024
£
£

Other loans
-
62,929,323

Trade creditors
506,604
293,552

Other taxation and social security
232,403
271,838

Other creditors
237,941
260,681

Accruals and deferred income
1,072,107
760,944

2,049,055
64,516,338



18.


Deferred taxation


Group



2025


£






At beginning of year
36,959


Charged to profit or loss
70,368



At end of year
107,327

Page 26

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
 
18.Deferred taxation (continued)

Company


2025





At beginning of year
-



At end of year
-
The provision for deferred taxation is made up as follows:

Group
Group
2025
2024
£
£

Accelerated capital allowances
107,327
36,959


19.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



10,000 (2024 - see below) Ordinary shares of £1 (2024 - see below) each
10,000
10,000


On incorporation, 10,000 Ordinary shares were issued at par. 

Following the group reconstruction in the year, accounted for using merger accounting, the company became the new holding company. The prior year share capital has been restated to reflect the new group structure as if it had always been in place.


20.


Reserves

Merger Reserve

The merger reserve arose on a group reconstruction. It represents the difference between the nominal value of shares issued and the carrying value of the net assets acquired. The reserve is non-distributable.

Profit and loss account

The profit and loss reserve represents the cumulative balance of retained profits and losses since the Group started trading. It is a distributable reserve.

Page 27

 
ELLENBOROUGH HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

21.


Pension commitments

The group contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £41,127 (2024 - £35,864). Contributions totalling £4,520 (2024 - £nil) were payable to the fund at the reporting date and are included in creditors.


22.


Related party transactions

Transactions and balances between the company and its subsidiary, which is a related party, have been eliminated on consolidation and are not disclosed in this note.

Key management personnel include all members who together have the authority and responsibility for planning, directing and controlling the activities of the Group. Total compensation paid to key management personnel for services provided to the Group was £Nil (2024 - £Nil).

 
Page 28