ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Registered number: 09908057

THE RESIDENT COVENT GARDEN LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

THE RESIDENT COVENT GARDEN LIMITED

REGISTERED NUMBER: 09908057

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	5		43,300,000		42,200,000
Current assets
Stocks		2,305		1,649
Debtors	6	93,879		105,652
Cash and bank in hand		2,239,726		1,980,394
		2,335,910		2,087,695
Creditors: amounts falling due within one year	7	(1,714,277)		(1,432,168)
Net current assets			621,633		655,527
Total assets less current liabilities			43,921,633		42,855,527
Creditors: amounts falling due after more than one year	8		(26,490,367)		(26,907,247)
Provisions for liabilities
Deferred tax	10		(4,455,802)		(3,971,658)
Net assets			12,975,464		11,976,622

Capital and reserves
Called up share capital	11	96,161	96,161
Revaluation reserve	12	13,777,217	12,599,234
Distribution reserve	12	4,867,704	4,971,704
Cash flow hedge reserve	12	(204,302)	(35,754)
Profit and loss account	12	(5,561,316)	(5,654,723)
		12,975,464	11,976,622

Page 1

THE RESIDENT COVENT GARDEN LIMITED

REGISTERED NUMBER: 09908057

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

J Adams

Director

Date: 13 August 2026

The notes on pages 5 to 17 form part of these financial statements.

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		THE RESIDENT COVENT GARDEN LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Distribution reserve	Revaluation reserve	Cash flow hedge reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2025	96,161	4,971,704	12,599,234	(35,754)	(5,654,723)	11,976,622

Loss for the year	-	-	-	-	(23,641)	(23,641)
Taxation in respect of items of other comprehensive income	-	-	-	56,183	-	56,183
Surplus on revaluation of freehold property	-	-	1,463,175	-	-	1,463,175
Deferred tax on property revaluations	-	-	(272,144)	-	-	(272,144)
Fair value movement on interest rate swap	-	-	-	(224,731)	-	(224,731)
Other comprehensive income for the year	-	-	1,191,031	(168,548)	-	1,022,483
Transfer to/from profit and loss account	-	(104,000)	(13,048)	-	117,048	-
At 31 December 2025	96,161	4,867,704	13,777,217	(204,302)	(5,561,316)	12,975,464

The notes on pages 5 to 17 form part of these financial statements.

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		THE RESIDENT COVENT GARDEN LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Distribution reserve	Revaluation reserve	Cash flow hedge reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	96,161	5,448,253	9,477,604	-	(5,948,152)	9,073,866

Loss for the year	-	-	-	-	(216,439)	(216,439)
Taxation in respect of items of other comprehensive income	-	-	-	(426,913)	-	(426,913)
Surplus on revaluation of freehold property	-	-	4,095,887	-	-	4,095,887
Deferred tax on property revaluations	-	-	(940,938)	-	-	(940,938)
Fair value movement on interest rate swap	-	-	-	391,159	-	391,159
Other comprehensive income for the year	-	-	3,154,949	(35,754)	-	3,119,195
Transfer to/from profit and loss account	-	(476,549)	(33,319)	-	509,868	-
At 31 December 2024	96,161	4,971,704	12,599,234	(35,754)	(5,654,723)	11,976,622

The notes on pages 5 to 17 form part of these financial statements.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

The Resident Covent Garden Limited is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 09908057 and registered office address is Unit 4, The Whitehouse, 9 Belvedere Road, London, England, SE1 8YS. The principal place of business is 51 Bedford Street, London, WC2R 0PZ.

The principal activity of the Company is that of a hotelier.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The directors have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements which indicate that the Company will have sufficient funds, through continued funding from its bankers, to meet its liabilities as they fall due for that period.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meets its liabilities as they fall due for a period of 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from accommodation, food and beverages and other ancillary services are recognised on the date of delivery of the service, as this is the date on which risk and reward transfers from the Company to the customer. Any amounts received before the end of the reporting period in respect of the provision of accommodation and services after the reporting period are treated accordingly as deferred revenues.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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. Non-monetary 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.7

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.8

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 operates and generates 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.9

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

				Freehold property	-	50 years straight line
				Fixtures and fittings	-	2 - 5 years straight line

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.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Revaluation of tangible fixed assets

Individual freehold properties are carried at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the Statement of Financial Position date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in Other Comprehensive Income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 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.

2.12

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.13

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

2.16

Hedge accounting

The Company uses variable to fixed interest rate swaps to manage its exposure to cash flow risk on its bank loan. These derivatives are measured at fair value at each Statement of Financial Position date. The fair value is determined by the lender based on the mid-market price for the instrument as at the close of business at the Statement of Financial Position date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in Other Comprehensive Income and presented in a separate Cash Flow Hedge Reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the process of applying its accounting policies, the Company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgements, estimates and assumptions affect the amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented.

On an ongoing basis, the Company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.

Going concern

The directors have used judgement in determining that the Company is a going concern. See note 2.2 for further details.

Present value of shareholder loans

Included within Other loans are loans to shareholders of £4,725,695 (2024: £5,250,428) which are non-interest bearing and are repayable at such time and in such amounts as the Company determines. They are accounted for at the present value of estimated future cash flows and in recognising their present value management are required to estimate both the future cash flows and the market rate of interest of 6% for a similar financial liability to discount the loan with. Slight changes in these assumptions could have a material impact on the present value of shareholders loan and the interest payable in the Statement of Comprehensive Income recognised in relation to the unwinding of the discounted loan of £321,266 (2024: £336,817).

The estimation of future loan repayments is particularly prone to estimation uncertainty, with the impact of varying market conditions on the business impacting the timing and amounts of estimated future cash flows. As a result of these changes there has been a £104,000 increase in the present value of shareholder loans during 2025 (2024: £476,549 increase).

Revaluation of freehold property

The Company holds freehold property, including fixtures and fittings, of £43,300,000 (2024: £42,200,000) which are accounted for under the revaluation model. Valuation of freehold property is a significant area of estimation. Directors' valuations are based upon the most recent external valuations available by external professional valuers' and directors' expertise and knowledge of current market conditions. The valuation of freehold property is inherently subjective, as it is based upon valuer assumptions and members' assessment of market conditions which may prove to be inaccurate. Slight changes in these assumptions could have a material impact on the financial statements. The revaluation gain for the year was £1,463,175 (2024: £4,095,887) during the year and is recognised in Other Comprehensive Income.

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2024: £nil).

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

5.	Tangible fixed assets

	Freehold property	Fixtures and fittings	Total
	£	£	£
Cost
At 1 January 2025	42,099,933	729,849	42,829,782
Additions	3,905	45,951	49,856
Revaluations	1,084,671	-	1,084,671
At 31 December 2025	43,188,509	775,800	43,964,309
Depreciation
At 1 January 2025	-	629,782	629,782
Charge for the year	378,504	34,527	413,031
On revalued assets	(378,504)	-	(378,504)
At 31 December 2025	-	664,309	664,309
Net book value
At 31 December 2025	43,188,509	111,491	43,300,000
At 31 December 2024	42,099,933	100,067	42,200,000

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Cost or valuation at 31 December 2025 is as follows:

		Land and buildings
		£
	At cost:	26,967,764
	At valuation:
	Revaluation surplus based on third party valuation provided by Avison Young on a value in use basis at 31 December 2025	16,220,745
		43,188,509

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

	2025	2024
	£	£
Cost	26,967,764	26,963,859
Accumulated depreciation	(1,962,766)	(1,597,317)
	25,004,998	25,366,542

Debtors

					2025	2024
					£	£

Trade debtors	2,700	-
Amounts owed by group undertakings	-	12,248
Other debtors	21,052	26,716
Prepayments and accrued income	70,127	66,688
	93,879	105,652

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Creditors: amounts falling due within one year
		2025	2024
		£	£

Other loans	529,815	510,908
Trade creditors	56,431	108,689
Amounts owed to group undertakings	73,817	99,054
Other taxation and social security	206,604	133,840
Other creditors	458,925	419,745
Accruals and deferred income	105,879	101,857
Financial instruments	282,806	58,075
	1,714,277	1,432,168

8.	Creditors: amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	22,294,491	22,167,729
Other loans	4,195,876	4,739,518
	26,490,367	26,907,247

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Amounts falling due within one year
Other loans	529,815	510,908
Amounts falling due 1-2 years
Bank loans	22,294,491	-
Other loans	529,815	510,908
Amounts falling due 2-5 years
Bank loans	-	22,167,729
Other loans	1,627,290	1,605,712
Amounts falling due after more than 5 years
Other loans	2,038,771	2,622,898
	27,020,182	27,418,155

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9. (continued)

Bank loans includes a commercial loan facility. In November 2022 the £55.4m joint term loan with The Resident Kensington Limited, The Resident Liverpool LLP and The Resident Soho Limited was restated and reduced to a £54.8m loan facility. As part of the revised arrangements the loan, which was previously repayable in full in November 2022, is now repayable in November 2027 and the interest rate charged on the loan has been amended to SONIA plus 2.1%.

In the year, the balance of the loan facility due from The Resident Kensington was repaid in full resulting in a remaining £45.9m joint term loan with The Resident Liverpool LLP and The Resident Soho Limited.

The commercial loan facility is secured against freehold property owned by the Company and a debenture over the Company's assets. The Company also gave a joint and several guarantee for all sums due to National Westminster Bank plc under this facility. The Resident Covent Garden Holdings Limited, The Resident Kensington Limited, The Resident Kensington Holdings Limited, The Resident Liverpool LLP, The Resident Soho Limited and The Resident Soho Holdings Limited also provided joint and several guarantees. Following the repayment of the loan by The Resident Kensington Limited, The Resident Kensington Limited and The Resident Kensington Holdings Limited no longer provide joint and several guarantees.

The balance on the commercial bank loan as at 31 December 2025 is £22,294,491 (2024: £22,167,729). £183,519 (2024: £310,281) finance fees incurred in relation to the commercial bank loan have been netted off against the loan liability and are being amortised over the term of the loan.

In November 2022, The Resident Soho Limited entered into a swap agreement of £41.1m, of which £16.9m is allocated to the Company based on its proportion of the year end loan facility, whereby each entity pays interest at 4.24% and receives interest at SONIA. The swap is held at fair value of £282,806 (2024: £58,075) at the date of the Statement of Financial Position.

Other loans represent loans from shareholders that are non-interest bearing and unsecured. Although the loans are repayable at such time and in such amounts as the Company determines, the directors consider that these loans constitute a liability rather than equity due to the existence of a constructive obligation to repay the amounts owed to the shareholders.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Deferred taxation

	2025	2024
	£	£
At beginning of year	(3,971,658)	(2,729,929)
Charged to profit or loss	(268,183)	(203,000)
Charged to other comprehensive income	(215,961)	(1,038,729)
At end of year	(4,455,802)	(3,971,658)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(680,396)	(617,090)
Short term timing differences	70,702	14,518
Capital gains	(4,332,193)	(4,060,048)
Tax losses carried forwards	486,085	690,962
	(4,455,802)	(3,971,658)

11.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

96,154 (2024: 96,154) ordinary shares of £1.00 each	96,154	96,154
665 (2024: 665) growth shares of £0.01 each	7	7

	96,161	96,161

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.

Reserves

Revaluation reserve

This reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same asset. Deferred tax in relation to these increases/ decreases in the fair value of land and buildings is also charged / credited to the revaluation reserve.

Profit and loss account

Includes all current year and prior year retained profits and losses, less any distributions.

Distribution reserve

Relates to the amounts discounted from the value of the shareholders loans.

Cash flow hedge reserve

The cash flow hedge reserve is used to record movements in the fair value of derivatives where the Company has applied hedge accounting.

Not later than 1 year	1,071	1,428
Later than 1 year and not later than 5 years	1,792	3,927
	2,863	5,355

14.	Controlling party

The Company's immediate parent company is The Resident Covent Garden Holdings Limited, which is registered in England and Wales.

The Company's ultimate parent company and controlling party is Mactaggart Hotel Holdings Limited, which is registered in England and Wales at 2 Babmaes Street, London, SW1Y 6HD.

Mactaggart Hotel Holdings Limited produces consolidated financial statements that can be obtained from Companies House.

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THE RESIDENT COVENT GARDEN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.

The audit report was signed on 13 August 2026 by David Lyons (Senior Statutory Auditor) on behalf of HaysMac LLP.

Page 17