The directors present the strategic report for the period ended 31 December 2025.

REVIEW OF THE BUSINESS

Development and performance during the period

This is the Group’s first reporting period following its incorporation and the acquisition of Ragdale Hall (1990) Limited during the period; accordingly, no comparatives are presented.

The Group’s results reflect Ragdale Hall (1990) Limited’s performance from the date of acquisition onwards, with pre-acquisition results excluded. Consolidated turnover for the period was £14,860,593.

Performance is consistent with expectations, reflecting the continued trading of the acquired business post-acquisition.

Position of the company at the period end

The group made a loss before tax of £825,895 during the period ended 31 December 2025 and reported a net liabilities position of £1,133,535 at 31 December 2025.

Outlook

The Directors are happy with the business' current financial performance. The team is continuing to focus on initiatives designed to improve the offering.

PRINCIPAL RISKS AND UNCERTAINTIES

Operational

The Group continues to focus on delivering a high quality guest experience and is pleased with the results for this financial period. The business is exposed to macroeconomic factors that dictate the levels of discretionary spend of guests and prospective guests. The Directors monitor the market and plan accordingly.

Financial

The group closely monitors all major costs and has looked to control these where possible and introduced regular reviews to mitigate rising costs.

Strategic

Competition within the leisure industry remains significant and will continue to restrict the ability to increase prices. Increases in costs, particularly wages, are likely but manageable. Despite the current climate, the outlook for the group remains positive and the group’s Directors believe that the group’s historic prudent management approach will allow the business to be able to continue successfully in the future.

SECTION 172(1) STATEMENT

The Directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Group for the benefit of its members and stakeholders as a whole, and in doing so have regard, amongst the matters, to:

• The likely consequences of any decision in the long term.

• The interests of the Group's shareholders.

• The interests of the Group's employees.

• he need to foster the Group's business relationships with customers, suppliers and the other interested parties.

• The impact of the Group's operations on the community and the environment.

• The desirability of the Group maintaining a reputation for high standards of business conduct.

• The need to act fairly between members and stakeholders of the Group.

Strategic Management

The Board recognises that as a well-established Spa, the focus is to maintain the fantastic reputation of Ragdale Hall and current levels of business whilst looking for new opportunities to improve facilities, services and profitability in a rapidly developing and competitive industry. Through a prudent financial management approach, which has seen the Group deliver significant improvements to the business and services and facilities provided to guests over recent years, the Group will carefully consider any future decisions, taking into account the interests of all key stakeholders.

Our people

The Group strives to recruit people with values that align with the Group values, individuals who are passionate and enthusiastic about hospitality, and considers the impact on the guest, employee and other stakeholder experience in all business decisions. As a business that enjoys a high level of owner management, the Board endeavors to create a workplace which is caring and respectful, in which every employee understands the part they play and their value.

Business relationships

Our customers and suppliers, are a key to our process. Our relationships with guests and members are paramount to the ongoing success of the business. The needs and expectations of our guests are integral in our business strategy and planning to ensure the Group delivers to the highest quality standards. We foster long term relationships with our supplier network, promoting close collaboration and development of sustainable quality chains of supply.

Community and environment

The Group is committed to further reducing our environmental impact. Initiatives have included; the use of renewable electricity suppliers and local suppliers, reduction of waste sent to landfill, removing single use plastic cups and maintaining a programme of investment in energy efficiency that is both reducing our impact and reducing our costs.

Engagement

The Board considers and discusses information from across the organisation to help it understand the impact of the Group's operations, and the interest and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks and legal compliance. This information is provided to the Board through reports sent in advance of each Board meeting, and through in-person presentations.

Employees are encouraged to provide feedback through various channels and the results of this are considered and actioned as appropriate, with communication to employees on the the reasoning behind these actions.

As a result of the activities, above, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the Directors to comply with their legal duty under section 172 of the Companies Act 2006.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 December 2025.

The principal activity of the group is that of operating Ragdale Hall Spa. CREF4 UK Hospitality Holdings Limited was incorporated on 22 May 2025 and acquired Ragdale Hall (1990) Limited on 26 June 2025.

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

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

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

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors 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 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 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 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 directors 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.

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 group 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 group is aware of that information.

We have audited the financial statements of CREF4 UK Hospitality Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period 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 period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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

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.

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 parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 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.

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 period 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 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 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 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.

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the group's sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation and data protection, anti bribery, employment, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non compliance throughout the audit.

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 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 were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, relevant regulators including the group’s 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 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.

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 period was £132.

CREF4 UK Hospitality Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5th Floor, 25 Baker Street, London, United Kingdom, W1U 8EQ.

The group consists of CREF4 UK Hospitality Holdings Limited and all of its subsidiaries.

The financial statements have been prepared from the period 22 May 2025 to 31 December 2025. This is the Group’s first set of financial statements. Accordingly, no comparative amounts are presented as this is the Group’s first reporting period.

The shorter reporting period has been adopted in order to align the Group’s reporting date with that of its parent undertaking for group reporting purposes.

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, modified to include

investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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 CREF4 UK Hospitality Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates. Ragdale Hall (1990) Limited was acquired by the Group on 26 June 2025, and its results have been included in the consolidated financial statements from that date.

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.

These financial statements have been prepared on a going concern basis. At the balance sheet date, current liabilities exceeded current assets by £27,195,093 and the group had net liabilities of £1,133,535.

At the year end, CREF4 UK Hospitality Holdings Limited owed its immediate parent, CREF4 UK Hospitality Holdings L.P, £22,112,767. CREF4 UK Hospitality Holdings L.P has provided written confirmation that it will not call in the intercompany loans made to its subsidiary, or require payment of interest on that intercompany loan beyond the available cash flow of the group for a period of at least twelve months from the date of signing of these financial statements.

At the year end, the group’s bank loans totalled £36,600,000 and these are secured by fixed and floating charges over the assets of the CREF4 UK Ragdale Acquisitions Limited. The floating charge extends to all the property and undertaking of the company. The facility is not due for repayment until 26 June 2029.

The directors have assessed the group's ability to meet its debts as they fall due and have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of not less than 12 months from the date of these financial statements. On this basis, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Turnover represents amounts receivable for goods and services net of value added tax and discounts. The group recognises turnover when (a) the significant risks and reward of ownership have been transferred to the buyer; (b) the group retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when specific criteria relating to each of the group's sales channels have been met.

(i) Sales of services

Where the amount received relates to a period which covers the statement of financial position date, that amount is apportioned over the period to which it relates. Payments on account of services supplied are disclosed as creditors falling due within one year.

(ii) Sales of goods

The group operates retail shops for the sale of goods. Sales of goods are recognised on sale to the customer, which is considered the point of delivery. Retail sales are usually by cash, credit or payment card. Sales are made to retail customers with a right to return within 28 days, subject to certain conditions regarding the usage.

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 under the cost model are stated at historical cost less accumulated depreciation and accumulated any 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 by 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.

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

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.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stocks are recognised as an expense in the period in which the related revenue is recognised.

Cost is determined on the first-in, first-out (FIFO) method. Costs include the purchase price, including taxes and duties and transport and handling directly attributable to bringing the stock to its present location and condition.

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 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.

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.

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.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are

subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability, to the extent that a future liability exists.

Derivatives comprise a rate cap instrument and is valued at year end by way of a reference to an external valuation.

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:

ŸŸ

• 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.

Deferred tax arises from timing differences that are differences between taxable profits and total

comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.

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.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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.

Key sources of estimation uncertainty

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.

Amortisation and impairment of goodwill

The goodwill arising on acquisition of Ragdale Hall (1990) Limited relates to the property, the associated trade and its net assets and is amortised over an estimated useful economic life of 5 years, in line with the business plan holding period. Goodwill is tested for impairment at least annually, or more frequently when there is an indication that it may be impaired.

Details of the amortisation charged and impairment recognised are set out in note 10.

Estimated useful life of tangible fixed assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Vouchers

The group applies judgement in assessing the likelihood and timing of voucher redemption. Vouchers not redeemed within the prescribed periods are written back, with deferred income reversed and revenue recognised accordingly. The prescribed redemption periods have reduced over time, reflecting changes in the group’s voucher policy, and this judgement affects the timing of revenue recognition in the financial statements.

Valuation of derivatives

The directors exercise judgement in the valuation of the group's derivatives which are recognised at their fair value at the balance sheet date. Derivatives comprise a rate collar instrument and is valued at year end by way of a reference to an external valuation. The external valuation reflect the present value of expected future cash flows to which the group is entitled to under the terms of the instrument, which are calculated with reference to forward interest rates.

The total carrying amount of the group's derivatives at the balance sheet date is detailed in note 14.

The turnover and profit before taxation are attributable to the principal activity of the group.

The total turnover of the group for the period has been derived from its principal activity wholly undertaken in the United Kingdom.

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

Their aggregate remuneration comprised:

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:

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

Ragdale Hall (1990) Limited was acquired by the Group on 26 June 2025, and its results have been included in the consolidated financial statements from that date.

The registered office address of all the above entities is is 5th Floor, 25 Baker Street, London, United

Kingdom, W1U 8EQ.

Financial instruments comprise a rate collar instrument. The fair value of the rate collar instrument at the balance sheet date is based on an external valuation. The external valuation was prepared by discounting expected future cash flows arising from the rate collar instrument, with the expected future cash flows derived from forward curves, correlation and volatility levels based upon observable market inputs and/or good faith estimates and a discount rate determined with reference to SONIA.

The group receives a return on the collar if the rate exceeds the strike rate of 4.75% + SONIA or rate falls below the strike rate of 2.00% + SONIA. The term of the rate collar instrument is conterminous with that of the group’s bank loan.

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

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Included within creditors falling due after more than one year is £4,500,000 in respect of unsecured deferred consideration loan notes, repayable on 26 June 2030. Interest is payable at a fixed rate of 5% per annum.

The bank loan is secured by fixed and floating charges over the assets of the group. The floating charge extends to all the property and undertakings of the group.

The debenture relates to unsecured deferred consideration loan notes, repayable on 26 June 2030. Interest is payable at a fixed rate of 5% per annum.

The bank loan is secured by fixed and floating charges over the assets of the group. The floating charge extends to all the property and undertakings of the group.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

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.

On 26 June 2025 the group acquired 100% of the issued capital of Ragdale Hall (1990) Limited. The net assets at the date of acquisition were £21,743,328 and were acquired for a total consideration of £78,205,802. After adjustments of £38,689,789 the resulting goodwill was £17,772,685. This is analysed as follows:

The following wholly owned subsidiary have taken advantage of the available exemption from audit under section 479a of the Companies Act 2006:

CREF4 UK Ragdale Holdings Limited (registered number: 16469482, England & Wales)

CREF4 UK Hospitality Holdings Limited has provided guarantee under section 479C in respect of this company.

The group has taken advantage of the exemption contained in FRS 102 Section 33 'Related Party

Disclosures' from disclosing transactions with entities which are a wholly owned part of the group.

The smallest and largest group for which consolidated financial statements are prepared is CREF4 UK

Hospitality Holdings Limited.

The immediate parent undertaking of CREF4 UK Hospitality Holdings is CREF4 UK Hospitality Holdings L.P, a limited partnership registered in the Cayman Islands.

The directors consider the company’s ultimate controlling party to be FRO Fund IV GP LLC, a company

registered in the United States of America, by virtue of its status as general partner of the ultimate parent undertaking FRO IV UB Holdings L.P, a limited partnership registered in the Cayman Islands.