The directors present the strategic report for the period ended 31 December 2024.

Objective

From the point of creation in the period the group’s long term objective is to become an established provider of hotel and hospitality and to deliver growth to the shareholders.

The group continue to pursue all financial means under management to reach this objective.

Key business strategy

In pursuit of the of this objective the Directors will seek to:

• Grow relevant relationships with lenders, customers and other stakeholders,

• Continue to invest in its infrastructure in Welcombe to create an increased occupancy and better level of provision of hospitality

• Operate hotels with the best brands in the right locations

• Invest in key personnel and management as required

The group operates in a tough market during a cost of living crisis and post COVID recovery. The strategy of the group is continually evolving to suit the changing aspects of the business in order to meet its objectives.

The key risk areas are:

• Changes in key market segments;

• Market Interest rate changes;

• Customer pricing;

The directors consider there to be an appropriate structure in place to plan for and mitigate risks.

The group operates in a competitive market. The risks associated with this are mitigated by ensuring the group offers a high quality service across all areas of the business in line with the expectations of the widely recognized brand name and by targeting business customers as well as the tourism sector.

The group 's financial instruments comprise cash at bank, borrowings, financial derivatives, trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group 's operations to maintain cash liquidity buffer to mitigate this risk.

Customer pricing is under constant review. Excellent customer service and investment of capital expenditures, as well as strong client relationships are used to mitigate this risk.

The group continues to seek further hotel and investment opportunities and is focused on growing the core management team within the organisation. As a result of this the directors believe that the rebounding strength of the UK economy, underlined by the strong location of the hotel site within the group will allow for a positive future prospect.

The group uses a number of financial measures to monitor progress against strategies and corporate objectives. These are summarised as follows

                2024        2023

                £'000        £'000

Turnover         7,196         4,221

Gross Profit            5,881         3,344

Loss before tax         (8,231)        (2,596)

Property asset value         8,500        12,600

Gearing (All Debt)        164%         140%

Gearing (External Debt) 144% 73%    

EBITDA                 (844)         (184)

Please note that the previous period to 2023 was a shorter period of 9 months, hence the figures not being directly comparable.

In addition to financial measures the Directors continue to monitor all other operation business KPI’s including occupancy, health and safety, environmental and other operational KPI’s relevant to the sector.

The performance in the period of the group is not an indicator of future performance.

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The directors continue to have regard to the interests of the Company’s employees and other stakeholders, the impact of its activities on the community, the environment and the Company’s reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its shareholder in the long term. We believe in a strong set of ethical values, which we believe is reflected in how we interact with our stakeholders. We summarise below how the Directors and management engages with the various stakeholders:

Employees

The Company seeks to ensure that all employees, job applications and prospective job applicants, are afforded equality of job opportunity in all areas of employment.

The Company fully recognises the Groups responsibility for the health and safety of employees and members of the community in which they work.

The Company places considerable value on the involvement of its employees and has continued its practice of keeping them informed of matters affecting them as employees, and on various matters affecting the performance of the Company.

Environmental policy

Climate change and resource scarcity are amongst society’s greatest challenges.  The Company is committed to

adopting a responsible approach to minimising our operational impact.

Customer engagement

We value our customers, both corporate and individual, and closely monitor our guest feedback and quality matrix.

Key decisions in the year

The Directors key decision was to establish the group in the period and grow accordingly in the period including the

relevant establishment of management and controls. This includes the refinance of relevant loans within the group.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 December 2024.

The principal activity of the company is a holding company and the group is of the management, owning and operating of a hotel.

The results for the period are set out on page 9.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Affinia (Stratford) were re-appointed as auditor to the group and parent company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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.

Adverse Opinion

We have audited the financial statements of CD Welcombe Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group profit and loss account, the statement of financial position, the statement of changes in equity 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).

In our opinion, because of the significance of the matters described in the basis for adverse opinion section of our report, the financial statements:

• do not give a true and fair view of the state of the Company and Group’s affairs as at 31 December 2024 and of the Company and Group’s loss for the year then ended;

• have not been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have not been prepared in accordance with the requirements of the Companies Act 2006.

Basis for adverse opinion

At the reporting date, the Company and Group did not hold sufficient assets or liquid resources to settle their external borrowings in full should repayment be demanded. The Group and the Company were also in breach of certain loan covenants attached to their external borrowings. As a result of these breaches, the relevant lenders may have the right to demand immediate repayment of the borrowings unless waivers, extensions, refinancing arrangements or other amendments are agreed. Further details are set out in note 1.5 to the financial statements.

The Company and Group’s ability to continue as a going concern is dependent upon obtaining covenant waivers, refinancing existing borrowings and continued financial support from lenders and group undertakings. In our judgement, based on the audit evidence obtained we conclude that the management’s use of the going concern basis of accounting is inappropriate. Accordingly, the financial statements should have been prepared on a basis other than the going concern basis of accounting.

We conducted our audit in accordance with International Standards on Auditing (UK) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The effects of this matter are material and pervasive to the financial statements and, accordingly, we have issued an adverse opinion.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

As described in the basis of the adverse opinion section, the Directors' Report has been prepared on the basis that the group and company is a going concern, we conclude that the Directors' Report contains a material misstatement consistent with the matter giving rise to our adverse opinion on the financial statements.

Opinions on other matters prescribed by the Companies Act 2006

Except for the effects of the matter described in the Basis for Adverse Opinion section of our report, in our opinion:

• the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

As described in the Basis for Adverse Opinion section, we have concluded that the company has inappropriately prepared the financial statements on the going concern basis. Consequently, the Directors' Report is materially misstated insofar as it assumes the appropriateness of that basis of preparation.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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, but not limited to, 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 and 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 company and group, including Companies Act 2006, taxation legislation, 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 company’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

• investigated the rationale behind significant or unusual transactions; and

• observed and identified internal controls in place, specifically around payroll and bank 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 and reviewing for evidence of correspondence with legal advisors.

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 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

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 £11,477k.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

CD Welcombe Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Suite 210 C/O Novus Partnership Limited, Imex Centre, 575-599 Maxted Road, Hemel Hempstead, Hertfordshire, HP2 7DX.

The group consists of CD Welcombe Topco Limited and all of its subsidiaries.

The current accounting period is for 15 months, while the prior accounting period was 9 months. Therefore, the comparative amounts presented in the financial statements (including the related notes) will not be entirely comparable.

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 the revaluation of investment properties. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group 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 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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

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

The consolidated group financial statements consist of the financial statements of the parent company CD Welcombe Topco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2024. 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.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and 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.

In reaching this conclusion, the directors have considered historic and forecasted trading patterns, detailed cash flow forecasts, and seasonal impacts on liquidity. The directors recognise the Group's and Company’s requirement for continuing support from its lenders. The Group is continuing efforts to refinance its loans and obtain further funding that will enable it to strengthen its trading performance and maximise asset value.

Having considered the trading performance of the Group and Company, the opportunities for increased revenues and profit margins from further investments in the Group, and the ongoing re-financing negotiations with the lenders, the directors are confident that the Group will remain a going concern for a period of at least 12 months from the date of approval of the financial statements.

Group

Turnover represents amounts receivable in respect of the provision of hotel accommodation, conference facilities, food, beverages and golf income during the year, excluding VAT. Income for accommodation is recognised on a daily basis of the customers use of the hotel. Income related to Conference Facilities is recognised on the date the facility is used. Food and Beverage income is recognised at the point of sale to the customer. Income related to golf sales is recognised on a daily basis of the customers use of the golf course. Income related to the health club is recognised on the date the customer uses the facility.

Company

The company has no Turnover. Income relates to interest charged to subsidiary undertakings, and is accrued daily.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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.

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

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, associates 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.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

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.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Each period end, management are required to obtain a valuation of its investment property to assess for potential indicators for impairment and record necessary revaluation gains or losses in the Profit and Loss Account. Management outsource this valuation to a third party Chartered Surveyor and the basis for calculating the year end valuation can involve judgement, high levels of complexity and is made on an open market value basis by reference to market evidence of transaction prices for similar properties.

The entity has capitalised goodwill on the acquisition of the subsidiary companies and this balance has been fully amortised in the current year. This is considered an appropriate estimate based on the expected life of the asset.

There is a continual and ongoing assessment and review of recoverability of debts due to and or from related entities. Assessment of this is taken by the underlying operating entities ability to help service the relevant debts as part of the financing arrangement of the group.

Exceptional items in the current year relate to the write off of trade creditors outstanding at 31 December 2024.

Exceptional items in the prior year relates materially to writing off debit balances within trade creditors at 30 September 2023.

The average monthly number of persons (including directors) employed by the group and company during the period was:

Their aggregate remuneration comprised:

The applicable tax rate for the previous period was 19% throughout the whole period.

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

More information on impairment movements in the period is given in note 9.

Goodwill arose within CD Welcombe Limited upon the formation of the group and the acquisition of CD Welcombe Propco Limited on the 3 November 2021.

Investment property comprises a hotel. The fair value of the investment property has been arrived at by reference to the current market conditions at the date of the approval of the financial statements.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Amounts owed by group undertakings are interest free and repayable on demand.

Amounts owed to related party are interest free and repayable on demand.

Group

Included in bank loans is £9,285k (2023: £666k) relating to a loan from Octopus Real Estate Advisors UK Limited. Loan convenance surrounding this loan were breached during the year, hence the total liability has been reflected as due within one year as the lender can demand immediate repayment of the borrowings.

Company and Group Debt

The long term debt relates to a £11,477k (2023: £8,051k) loan with parent company Conquer Dawn Limited, which is repayable in full on 3 November 2026. Interest payable is agreed at 14.5% per annum

from 1 October 2024 to 31 December 2024 (2023: 14.5%) accruing daily. This rate is considered appropriate

in accordance with the arms length principle of the OECD guidelines.

Following the year-end, the debt held within the company was moved to the immediate parent company European Real Estate Investment Hospitality Senior Limited.

Group External Debt

The bank loans and overdrafts figure also contains an £nil (2023: £8.579 million) loan from Octopus Real Estate Advisers UK Limited was originally repayable in full on 3 May 2022. All parties have agreed to extend the repayment dates until the financing as shown in note 23 is complete. Interest payable is agreed at 10.8% per annum accruing daily.

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 profit and loss reserve includes all current and prior retained profits and losses.

Company

The long term debt relates to a £11,477k (2023: £8,051k) loan with parent company Conquer Dawn Limited, which is repayable in full on 3 November 2026. Interest payable is agreed at 14.5% per annum

from 1 October 2023 to 31 December 2024 (2023: 14.5%) accruing daily. This rate is considered appropriate

in accordance with the arms length principle of the OECD guidelines.

The Company has fixed charges dated on 11 October 2024 with ROMX Limited. This is in relation to a facility agreement entered into by the Company. The charge contains negative pledges and fixed charges.

Group

The group has fixed charges dated on 2 November 2021 with Octopus Real Estate Advisors UK Limited (as a Security Agent). This is in relation to a facility agreements entered into by the group. The charge contains negative pledges, fixed charge and floating charges covering this company and all group company property and undertakings.

The parent company of CD Welcombe Topco Limited is Conquer Dawn Limited. The registered office is 2nd Floor, Palmerston House, Denzille Lane, Dublin, Ireland. The financial statements of the group are available from the registered office.

Subsequent to the year end, on 28 May 2025, the shares held by Conquer Dawn Limited were transferred to European Real Estate Investment Issuer Designated Activity Company becoming the new immediate and ultimate parent company. The registered office is 1 Francis Street, Dundalk, Louth, Ireland. Following this, the debt held was moved to European Real Estate Investment Issuer Designated Activity Company.

The following amounts were outstanding at the reporting end date:

All loan agreements for amounts due to parent undertakings are repayable on 3 November 2026 in full. Interest payable is agreed at 14.5% per annum from 1 October 2023 to 31 December 2024 (2023: 14.5%) accruing daily.

Amounts owed to related parties of £397k are interest free and repayable on demand.

On 28 May 2025, the shares held by BB Principal Investments Limited (formerly Conquer Dawn Limited) were transferred to European Real Estate Investment Issuer Designated Activity Company becoming the new immediate and ultimate parent company. The registered office is 1 Francis Street, Dundalk, Louth, Ireland. Following this, the debt held was moved to European Real Estate Investment Issuer Designated Activity Company.