ACCOUNTS - Final Accounts preparation

Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Registered number: 02318754

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2025

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

REGISTERED NUMBER: 02318754

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	4		4,465,235		4,487,495
			4,465,235		4,487,495
Current assets
Stocks		152,797		124,385
Debtors: amounts falling due within one year	5	21,229,353		20,030,862
Cash at bank and in hand		419,961		454,970
		21,802,111		20,610,217
Creditors: amounts falling due within one year	6	(3,708,169)		(3,872,733)
Net current assets			18,093,942		16,737,484
Total assets less current liabilities			22,559,177		21,224,979

Net assets			22,559,177		21,224,979

Capital and reserves
Called up share capital	8	250	250
Share premium account		1,559,850	1,559,850
Revaluation reserve		1,313,502	1,313,502
Profit and loss account		19,685,575	18,351,377
		22,559,177	21,224,979

Page 1

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

REGISTERED NUMBER: 02318754

BALANCE SHEET (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 on 17 September 2026.

K J Gallagher

Director

The notes on pages 4 to 15 form part of these financial statements.

Page 2


		UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	250	1,559,850	1,313,502	17,413,056	20,286,658
Comprehensive income for the year
Profit for the year	-	-	-	938,321	938,321
Total comprehensive income for the year	-	-	-	938,321	938,321

At 1 January 2025	250	1,559,850	1,313,502	18,351,377	21,224,979
Comprehensive income for the year
Profit for the year	-	-	-	1,334,198	1,334,198
Total comprehensive income for the year	-	-	-	1,334,198	1,334,198
At 31 December 2025	250	1,559,850	1,313,502	19,685,575	22,559,177

The notes on pages 4 to 15 form part of these financial statements.

Page 3

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Uttoxeter Leisure and Development Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor Millbank Tower, 21-24 Millbank, London, SW1P 4QP. The principal place of business of the company is Uttoxeter Racecourse, Wood Lane, Uttoxeter, Staffordshire, ST14 8BD.

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.

2.2

Going concern

Having reviewed the company's financial forecasts and expected future cash flows, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. NR Acquisitions Limited's facility agreement in place with Hightower Finance (Jersey) Limited provides sufficient headroom to enable the company to continue in operational existence. Assurance has been received from Omaha Business Holdings Corp that it will continue to make funds available to enable the company to meet its obligations as they fall due for the foreseeable future, and at least 12 months from the date of approval of these financial statements.
Thus, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 December 2025.

2.3

Revenue

Turnover principally relates to income derived directly from the holding of horse race meetings, including industry related funding from the HBLB, and the non-raceday use of the Racecourse facilities.
Income is recognised once a race meeting or non-raceday event has been held. This includes admissions revenue, other racing income and catering income. In certain circumstances income is taken over the life of the agreement to which it relates, such as rental income and annual memberships.
Media rights
Income received in respect of media rights over the broadcasts from the racecourse is recognised within revenue in the period in which the relevant race meetings are held.

2.4

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.

Page 4

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.6

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 balance sheet 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 balance sheet 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 balance sheet date.

2.7

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 Company 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 5

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Tangible fixed assets (continued)

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 basis:

Land freehold	-	Nil
Long-term leasehold property	-	Over the term of the lease
Plant and machinery	-	3-10 years

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.

2.8

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value 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 balance sheet 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.

2.9

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. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 6

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

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.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

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 Company after the deduction of all its liabilities.

Page 7

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Financial instruments (continued)

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 8

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

Financial liabilities

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.

Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss includes financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. Derivatives, including separately embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss.

Derecognition of financial liabilities

A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.

Page 9

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Employees
		2025	2024
		£	£

The aggregate remuneration comprised
Wages and salaries	1,198,988	1,113,587
Social security costs	92,262	69,391
Pension costs	25,853	22,819
	1,317,103	1,205,797
The average monthly number of persons employed by the company, including the directors during the year was:
Total permanent staff	18	18
	18	18

The company employs casual staff to assist during race days. Casual staff are not included in the staff numbers stated above. Also, the costs above include recharged staff costs from fellow group companies. The staff numbers from the recharged costs are also not included in the numbers stated above.

Page 10

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Tangible fixed assets

	Land freehold	Long-term leasehold property	Plant and machinery	Assets under construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	994,858	7,769,189	3,585,777	4,130	12,353,954
Additions	-	-	-	200,240	200,240
Transfers between classes	-	4,668	86,951	(91,619)	-
At 31 December 2025	994,858	7,773,857	3,672,728	112,751	12,554,194
Depreciation
At 1 January 2025	-	4,436,273	3,430,186	-	7,866,459
Charge for the year on owned assets	-	180,406	42,094	-	222,500
At 31 December 2025	-	4,616,679	3,472,280	-	8,088,959
Net book value
At 31 December 2025	994,858	3,157,178	200,448	112,751	4,465,235
At 31 December 2024	994,858	3,332,916	155,591	4,130	4,487,495

The long leasehold property included above at valuation could alternatively be stated at a cost of £6,924,102 (2024: £6,919,434) with accumulated depreciation of £4,152,359 (2024: £3,971,721).
Deferred tax on the revaluation gain has not been provided under FRS102 as indexation allowance mitigates any potential gain.

Page 11

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Debtors

					2025	2024
					£	£


Trade debtors	97,005	72,961
Amounts owed by group undertakings	20,525,678	19,548,399
Other debtors	571,186	335,706
Prepayments and accrued income	25,264	49,866
Deferred taxation	10,220	23,930
	21,229,353	20,030,862

There are no specific terms of interest or repayment attached to the amounts owed by group undertakings.

6.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	381,625	532,148
Amounts owed to group undertakings	2,278,717	2,236,734
Other taxation and social security	49,737	19,940
Other creditors	39,088	34,996
Accruals and deferred income	959,002	1,048,915
	3,708,169	3,872,733

There are no specific terms of interest or repayment attached to the amounts owed to group undertakings.

Page 12

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Deferred taxation

		2025
		£

	At beginning of year	23,930
	Charged to profit or loss	(13,710)
	At end of year	10,220

The deferred tax asset is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	10,596	23,261
Provisions	(376)	669
	10,220	23,930

8.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

250 (2024 - 250) Ordinary shares of £1.00 each	250	250

9.	Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £30,994 (2024 - £22,819). Contributions totalling £1,502 (2024 - £2,678 credit balance) were payable to the fund at the balance sheet date and are included in debtors.

Page 13

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	50,917	46,692
Later than 1 year and not later than 5 years	140,000	315,000
Later than 5 years	5,530,000	5,565,000
	5,720,917	5,926,692

11.Other financial commitments

The loans and overdrafts of the NR Acquisitions Topco Group are secured by a legal charge over the racecourse properties in the NR Acquisitions Topco Group.

12.	Related party transactions
	During the year, the company provided racing services to and received similar services from the following related parties:

		2025	2024
		£	£

Balance due from/(to) related party as at 31 December
Entities with control, joint control or significant influence over the company	385,509	2,161,191
Fellow subsidiaries and companies under common control	17,861,452	15,150,474
Recharges to/(from):
Entities with control, joint control or significant influence over the company	(1,775,682)	(1,786,580)
Fellow subsidiaries and companies under common control	(223,120)	(179,579)

During the year, the company received income of £2,935,543 (2024: £2,433,865) from Arena Leisure Racing Limited. A management fee of £643,192 (2024: £274,901) was charged by Northern Races Limited.

Page 14

UTTOXETER LEISURE AND DEVELOPMENT COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Controlling party

The immediate parent company is Northern Races Limited. The ultimate parent company is Omaha Business Holdings Corp, a company registered in the British Virgin Islands.
The company's ultimate UK parent is NR Acquisitions Topco Limited. NR Acquisitions Topco Limited prepares group financial statements and copies can be obtained from Companies House.
The registered address and principal place of business of NR Acquisitions Topco Limited and Northern Races Limited is Millbank Tower, 21-24 Millbank, London, SW1P 4QP.
The registered address and principal place of business of Omaha Business Holdings Corp is 2nd Floor, O'Neal Marketing Associates Building, PO Box 3174, Wickham's Cay II, Road Town, Tortola, British Virgin Islands.

14.	Auditor's information

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

The audit report was signed on 17 September 2026 by Christopher Taylor (Senior statutory auditor) on behalf of Adler Shine LLP.

Page 15