The board present the strategic report for the year ended 31 December 2025.

Against a backdrop of continued challenges within the hospitality sector, the Company delivered a strong performance during the year, with turnover increasing by 26% year-on-year.

Both Rooms and Food & Beverage revenues performed significantly better than in 2024. In addition, the Spa and Health Club completed its first full year of operation and performed strongly, contributing positively to overall results.

The leisure segment continues to be affected by the ongoing cost-of-living crisis, as discretionary consumer spending remains constrained. In response, management has diversified its market focus and implemented operational changes to better accommodate corporate business and social meetings and events, particularly targeting key midweek trading periods.

The business undertakes regular reviews and forecasting of its cost base. Key cost drivers include payroll and food costs, both of which have been significantly impacted by inflation. Wage pressures have been driven by increases in the National Minimum Wage and ongoing labour market constraints. These pressures have been partially offset through a restructuring of the management team and the implementation of enhanced labour controls, improving overall wage efficiency across the business.

The company manages its principal risks through a set of defined financial risk management objectives.

Revenue Risk

Revenue risk is managed through optimizing the balance between price point and occupancy. Robust revenue management practices are in place, including daily competitor benchmarking and analysis.

Food and beverage revenue is exposed to inflationary pressures on input costs. To mitigate this, management employs daily ordering based on forecasted demand to minimise waste, alongside the use of flexible menus that allow for pricing and ingredient adjustments.

Credit Risk

The company has limited exposure to credit risk, as the majority of revenue is received either in advance or at the point of service. Where credit facilities are extended, these are restricted to businesses that meet established creditworthiness criteria.

Cost Base Risk

The business complies fully with statutory wage requirements. Labour costs are controlled through effective rota planning, and food cost inflation is managed through detailed menu costing, waste minimisation, and sourcing of value-for-money ingredients without compromising quality. Supplier contracts are carefully negotiated, with the business weighing the benefits of advance purchase pricing against cash flow requirements.

Energy remains the largest non-direct cost. Energy contract renewals are strategically timed, with favourable pricing often requiring longer-term commitments. Consumption is actively monitored, with targets set and best-practice efficiency protocols implemented.

Liquidity Risk

Cash flow is monitored weekly. Given that revenue is predominantly received on a cash basis, forecasting is accurate and aligned with supplier and payroll obligations.

Looking ahead to 2025, the outlook is cautiously optimistic despite continued macroeconomic uncertainty. Room revenues are expected to grow, supported by a strong base of corporate bookings which allow for incremental yield management across the remaining room inventory.

The opening of a new spa facility in the second half of 2024 has enhanced the hotel’s appeal and presents opportunities for further expansion into the leisure market.

Food price inflation remains a key concern in 2026, although there has been some easing in staple commodity prices.

Overall, while the operating environment remains challenging, the business remains focused on maintaining tight cost control and pursuing new and diversified revenue streams. In the longer term, as the leisure market stabilises, the company is well-positioned to capitalise on demand and drive sustained profitability.

THE COODEN BEACH HOTEL LIMITED

THE RELAIS COODEN BEACH HOLDING LIMITED

NOTE: differences in administrative expenses between entities

The business remains committed to delivering a high-quality hospitality experience for both guests and the local community. This is achieved through continuous investment in both its assets and its team. Opportunities to enhance the success of The Cooden Beach Hotel are regularly reviewed and aligned with current market demand.

The board has a strong understanding of the business and the ever-evolving environment in which it operates. With significant experience in the hospitality sector, the management team has implemented a long-term strategy focused on strengthening the group’s position and brand presence in local markets.

Employees of The Cooden Beach Hotel Limited are recognised as vital to the delivery of the business’s services and long-term objectives. The ongoing success of the company is driven by the ability to attract, retain, and motivate a high-performing team. As a responsible employer, the company is committed to fair pay, comprehensive benefits, and a safe and supportive working environment. The board carefully considers the impact of strategic decisions on employees and the wider workforce wherever relevant and practical.

The delivery of the group’s strategy also depends on strong relationships within the wider group structure. The needs of the group and the support required are fully considered as part of the company’s strategic planning and goal setting.

On behalf of the board

The board presents their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the group continued to be that of a hotel. The principal activity of the Parent is that of a holding company.

The results for the year are set out on page 12.

No ordinary dividends were paid. The board do not recommend payment of a final dividend.

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

Verallo were deemed reappointed as auditor to the group and in accordance with section 487(2) of the Companies Act 2006.

The board responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the baord to prepare financial statements for each financial year. Under that law the board have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the board 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the board 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The board are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The grouptrue has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks, uncertainties and management objectives, along with the future developments.

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 board have taken all the necessary steps that they ought to have taken as a board 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 Relais Cooden Beach Holding Limited have an unsecured revolving facility held with The International Stock Exchange of up to £30million, which can be drawn upon to help fund the development of The Cooden Beach Hotel Limited. At 31 December 2025, the fund had been utilised to the value of £11.7million (2024 - £9.57million), and does not fall payable until 2046.

We have audited the financial statements of The Relais Cooden Beach Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;

• The group financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• The parent company's financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• The financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the parent company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

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

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

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 board 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.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the board 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 board 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 board are responsible for assessing the group 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 board either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our approach was as follows:

• we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;

• we considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

• we considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

• we communicated identified laws and regulations throughout our team and remained alert to any indications of non-​compliance throughout the audit;

• we considered the procedures and controls that the parent company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-​compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-​compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-​compliance and cannot be expected to detect non-​compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/library/standards-codes-policy/audit-assurance-and-ethics/auditors-responsibilities-for-the-audit. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 19 to 39 form part of these financial statements.

The notes on pages 19 to 39 form part of these financial statements.

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 £7,789,914 (2024 - £948,428 loss).

The notes on pages 19 to 39 form part of these financial statements.

The notes on pages 19 to 39 form part of these financial statements.

The notes on pages 19 to 39 form part of these financial statements.

The Relais Cooden Beach Holding Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales, company registration number 13292818. The registered office is Century House, Wargrave Road, Henley-on-Thames, England, RG9 2LT.

The group consists of The Relais Cooden Beach Holding Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The parent 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 33 ‘Related Party Disclosures’: Compensation for key management personnel and disclosure of transactions between wholly owned members of the group have not been included.

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 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 The Relais Cooden Beach Holding Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the balance sheet date the group and company's net current liabilities exceed its assets by £6,626,177 (2024 - £6,980,611) and £6,532,767 (2024 - £7,021,525) respectively and its total net liabilities equaled, £10,313,722 (2024 - £5,629,658) and £10,441,143 (2024 - £2,651,229) respectively. The board has prepared the financial statements on a going concern basis, which assumes the group and company will continue in operational existence, and will be able to meet its liabilities as they fall due, for a period of at least twelve months from the date of approval of the financial statements.

In reaching this conclusion, the board has reviewed the budgets and forecasts for the foreseeable future and have considered the support obtained from the group's parent company, that the £2,923,191 (2024 - £4,478,191) owed to the parent company, along with £3,592,778 accrued interest on the Eurobond balance, will not be recalled within the foreseeable future, to the detriment of the group and company's creditors. The parent company has further pledged to provide financial support to the group to enable it to meets its financial obligations for a period of 12 months from the approval of the financial statements.

The board continues to review the impact of the economy on the operations and financial position of the group.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Turnover from provision of accommodation

The contract to provide accommodation is established when the customer books accommodation. The performance obligation is the right to use accommodation for a given number of nights, and the transaction price is the room rate for each night determined at the time of the booking. The performance obligation is met when the customer is given the right to use the accommodation, and so revenue is recognised for each night as it takes place, at the room rate for that night.

Customers may pay in advance for accommodation. In this case the company has received consideration for services not yet provided. This is treated as a contract liability until the performance obligation is met.

Turnover from food and beverage sales

The contract is established when the customer orders the food or drink item and the performance obligation is the provision of food and drink by the outlet. The performance obligation is satisfied when the food and drink is delivered to the customer, and revenue is recognised at this point at the price for the items purchased.

Turnover from spa sales

Revenue is recognised when the hotel has fulfilled its performance obligations, typically at the point when services are rendered or products are delivered. The following specific revenue recognition scenarios apply:

• Individual Spa Services: Revenue is recognised at the time the service is provided to the guest.

• Retail Sales: Revenue from retail product sales is recognised when the customer takes possession of the product, indicating the transfer of control.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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 10 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.

Freehold land is not depreciated.

Assets under construction are not subject to depreciation.

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 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. Cost comprises direct materials.

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 and deposits held at call with banks.

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.

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 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, and loans from fellow group companies, 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.

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 tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the board 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.

The directors exercised judgement in determining that the continuing losses and net liability position of The Cooden Beach Hotel Limited constituted indicators of impairment and that a detailed assessment of the recoverable amount of the group's hotel property and the company's loan receivable from the subsidiary undertaking was required.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company depreciates its tangible fixed assets over their estimated useful lives, taking into account their residual values. These estimates are based on management’s experience with similar assets, industry practice, and expectations regarding future use and technological developments.

The determination of useful lives and residual values involves a degree of judgement. Actual outcomes may differ, particularly if asset utilisation or market conditions change significantly. If useful lives were to change by one year in either direction, the annual depreciation charge would change by approximately £121,107.

The directors assessed the recoverability of the group's hotel property and the company's loan receivable from The Cooden Beach Hotel Limited.

The assessment was triggered by continuing operating losses and the net liability position of the subsidiary. In determining recoverable amount, the directors considered trading performance, forecast future results, cash flow projections and an independent valuation prepared by CBRE Limited as at 30 November 2025.

CBRE Limited valued the hotel property as a fully fitted and equipped operational entity having regard to its trading potential. The valuation involved consideration of trading performance, forecast future results and cash flow projections. The directors concluded that this valuation represented the most reliable evidence of recoverable amount at the reporting date.

As a result of this assessment, impairment provisions were recognised against the company's loan receivable and investment in subsidiary undertaking and against the carrying value of the hotel property within the consolidated financial statements.

The directors note that the hotel continues to trade and management forecasts indicate an expectation of improved future performance. Accordingly, the recoverable amount of these assets remains sensitive to future trading performance, hotel occupancy levels, operating margins and market property valuations. Should future trading performance and market conditions improve beyond those reflected in the current assessment, this may provide support for the reversal of impairment losses in future periods where permitted under FRS 102.

During the year, the directors recognised an impairment charge of £4,407,199 against the investment in The Cooden Beach Hotel Limited following completion of a recoverability assessment. Further details of the key assumptions and judgements applied are set out within the critical accounting judgements and estimates note.

The directors reviewed the recoverability of the loan due from The Cooden Beach Hotel Limited and recognised an impairment charge of £2,301,797 during the year. The impairment assessment incorporated the independent CBRE Limited valuation together with an assessment of the subsidiary's financial position and future trading prospects.

Following an impairment review, the directors recognised an impairment charge of £2,837,908 against the carrying value of the hotel property. The recoverable amount was determined principally by reference to the independent CBRE Limited valuation dated 30 November 2025.

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

Their aggregate remuneration comprised:

All the interest paid in the year relates to financial liabilities measured at amortised cost.

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

At 31 December 2025 the group had tax losses carried forwards amounting to £7,501,109 (2024 - £7,043,274). After accounting for the deferred tax liability on accelerated capital allowances, a balance of £3,820,886 (2024 - £3,096,988) remains available to be carried forward and offset against future trading profits.

No deferred tax asset has been recognised in respect of the unutilised trading losses and capital losses, as recovery is dependent upon the generation of future taxable profits and chargeable gains, the timing and amount of which cannot be determined with sufficient certainty.

At 31 December 2025 capital losses amounting to £5,410 (2024 - £5,410) available to be carried forward against future capital gains.

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.

Further information on impairment movements can be observed through note 12.

The carrying value of land and buildings comprises of land valued at £240,000.

More information on impairment movements in the year is given in note 12.

On 6 April 2021 the group acquired 100% of the issued capital of The Cooden Beach Hotel Limited.

The loans to subsidiaries are repayable on demand, however as the company has agreed to support for a period of 12 months, therefore it is shown as a non-current fixed asset investment. This has not been amortised as this is considered to be one year and one day.

Impairment of Loan Receivable

During the year, the directors reviewed the recoverability of the loan due from The Cooden Beach Hotel Limited in accordance with Sections 11 and 12 of FRS 102.

The loan is unsecured and its recoverability is dependent upon the financial position and future profitability of the borrower. In assessing recoverability, the directors considered the subsidiary's net asset position together with an independent valuation prepared by CBRE Limited as at 30 November 2025. The valuation assessed the hotel property as a fully fitted and equipped operational entity having regard to its trading potential.

Following this assessment, the directors concluded that the carrying value of the loan exceeded its recoverable amount and accordingly recognised an impairment provision of £2,301,797 during the year.

The directors consider the remaining carrying value of the loan to be recoverable based on the estimated recoverable amount of the underlying business at the reporting date.

Details of the company's subsidiaries at 31 December 2025 are as follows:

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

The amounts owed to group undertaking are not subject to interest. Repayment is due at the request of the parent.

The long term creditor represents listed notes on The International Stock Exchange, to the value of £11,700,000 (2024 - £9,570,000). The loan notes of the Eurobond are held by a company related by mutual controlling parties. The Eurobond has an unsecured revolving facility of up to £30 million. The bond is not repayable until 2046 and is subject to interest at 9.5% per annum of the amount drawn.

The provision represents expected repairs and maintenance costs of the building to be settled within the next 12 months. The basis has been applied at 2% of turnover, which the board believe represents the value to repair the property to its current condition.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The company has one class of ordinary shares which carry full voting rights.

The group has taken advantage of the exemption allowed under FRS 102 s.33.1A not to disclose transactions with wholly owned members of the group.

The immediate parent company is HICO Holding Pte Limited, a company incorporated in Singapore.

The ultimate parent company is Baccata Trustees Ltd, a company incorporated in the Jersey, Channel Islands.

The ultimate controlling party is Mr N. Falla, by virtue of his controlling interest in Baccata Trustees Ltd.