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Registered number: 01576403







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025


NEW FOREST HOTELS PLC







































 


NEW FOREST HOTELS PLC
 


 
COMPANY INFORMATION


Directors
N Shammas 
G Bardawil 
P Loizou 
M Papadopolos 
R Shammas 




Registered number
01576403



Registered office
The Lodge, Pikes Hill, Lyndhurst
Hampshire

Hampshire,

SO43 7AS




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX





 


NEW FOREST HOTELS PLC
 



CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditor's Report
7 - 10
Statement of Comprehensive Income
11
Statement of Financial Position
12
Statement of Changes in Equity
13
Statement of Cash Flows
14
Analysis of Net Debt
15
Notes to the Financial Statements
16 - 29

 


NEW FOREST HOTELS PLC
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report together with the audited financial statements for the year ended 31 December 2025.

Business review
 
The Company’s principal activity continues to be the ownership and operation of a collection of high-quality hotels and associated hospitality businesses in the New Forest National Park in Hampshire.

The hotels are operated under the New Forest Collection brand and are supported by a central support function based in Lyndhurst.

Rockingham Partners continued to manage the portfolio throughout the year. The focus remained on improving trading performance, strengthening operational controls and developing the weddings, leisure and corporate segments of the business.

Turnover increased by £420,955, or 5.7%, from £7,449,613 in 2024 to £7,870,568 in 2025.

Gross profit increased from £2,992,147 to £3,266,959 and the gross profit margin improved from 40.2% to 41.5%. Administrative expenses increased by 1.3%, from £4,553,460 to £4,612,683.

The operating loss reduced from £1,339,181 in 2024 to £1,116,581 in 2025. Interest payable and similar expenses reduced from £865,497 to £613,791, reflecting changes in the Company’s financing arrangements.

As a result, the loss for the financial year reduced from £2,353,478 in 2024 to £1,837,833 in 2025.

Post year end update

Following the year end, the Company has continued to focus on improving revenue, operating efficiency and profitability across the hotel portfolio.

Subsequent to the year end, following a strategic review of the Company’s property portfolio, the directors commenced a process to market Burley Manor Hotel for sale.

The sale process remains ongoing and no transaction had been agreed at the date of approval of these financial statements. Accordingly, no adjustment has been made to the financial statements in respect of the proposed disposal. As the process is at an early stage, the financial effect cannot yet be reliably estimated.

The Company continues to receive the support of its ultimate parent company and ultimate shareholder.

Page 1

 


NEW FOREST HOTELS PLC
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
Economic and trading risk

A significant proportion of the Company’s revenue is derived from discretionary leisure, wedding and corporate expenditure. Demand is therefore affected by consumer confidence, general economic conditions and the financial position of businesses and households.

The Company seeks to manage this risk through active revenue management, flexible pricing, targeted marketing and the development of a balanced mix of leisure, wedding, corporate and food and beverage business.

Cost inflation and employment costs

The Company is exposed to increases in payroll, food, utilities, insurance and other operating costs. Changes in National Insurance contributions and the National Minimum Wage have placed particular pressure on hospitality-sector margins.

Management monitors departmental payroll and operating costs regularly and takes appropriate action to protect margins while maintaining service standards.

Liquidity and financing risk

The Company operates with a significant level of external and related-party borrowing and remains dependent upon the availability of sufficient working capital and the continued support of its lenders and ultimate shareholder.

Cash flow is monitored closely against short- and medium-term forecasts. The directors maintain regular communication with the Company’s lenders and ultimate shareholder to ensure that its financing requirements are identified and addressed.

Going concern

The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. The forecasts take account of reasonably possible changes in trading performance and the Company’s financing requirements.

The forecasts do not assume the completion of the proposed sale of Burley Manor Hotel or the receipt of any proceeds from that sale during the forecast period.

The ultimate controlling party has confirmed their continued support and ability to provide financial support to the Company as required.

Should trading performance fall below expectations, the directors have considered the mitigating actions available to the Company. These include controlling payroll and other operating expenditure, deferring non-essential capital expenditure and seeking further financial support where required.

Having considered the forecasts, available mitigating actions and the continued support of the ultimate controlling party, the directors have a reasonable expectation that the Company has adequate resources to meet its liabilities as they fall due and to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going-concern basis.

Page 2

 


NEW FOREST HOTELS PLC
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial risk management objectives and policies

The Company gives appropriate consideration to its financial risk management objectives and policies.

Price risk

The Company is exposed to price risk through inflationary increases in the cost of food, utilities, payroll and other goods and services. Management monitors these costs and reviews pricing, purchasing arrangements and operating efficiencies in response.

Liquidity risk

The Company manages its cash and borrowing requirements with the aim of ensuring that it has sufficient resources to meet the operating and financing needs of the business.

Cash flow risk

Cash flow is monitored as part of the Company’s day-to-day control procedures. The board reviews short- and medium-term cash flow forecasts regularly to ensure that appropriate facilities and funding arrangements are in place.

Credit risk

The Company regularly reviews outstanding debts and its customer credit arrangements to reduce the likelihood of bad-debt losses.

Future developments
 
The directors will continue to focus on developing the New Forest Collection brand, increasing revenue and improving the profitability and cash generation of the business.

The Company will continue to develop its wedding, leisure and corporate markets and encourage customers to book directly, reducing its reliance on online travel agents and associated commission costs.

The directors also remain focused on employee retention, training and development, recognising the importance of service quality and operating efficiency to the future success of the business.

The directors will continue to consider the appropriate financial and operating structure for the hotel portfolio, including progressing the proposed sale of Burley Manor.

Financial key performance indicators
 
Due to the nature of the Company’s operations, the directors consider turnover, gross profit, gross profit margin and operating result to be important measures of performance.


2025
2024
Turnover

£7,870,568

£7,449,613

 
 
Gross profit

£3,266,959

£2,992,147

 
 
Gross profit margin

41.5%

40.2%

 
 
Operating loss

£1,116,581

£1,339,181

 
 

Page 3

 


NEW FOREST HOTELS PLC
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Company
 
The directors seek to promote the success of the Company for the benefit of its members as a whole, having regard to the Company’s stakeholders and the matters set out in section 172 of the Companies Act 2006.

The board operates a standing agenda aligned with the Company’s operating and reporting cycles, covering matters requiring approval, review, endorsement and monitoring.

The Company’s principal stakeholders include its shareholders and lenders, customers, employees, suppliers and the communities and environments in which it operates. In making decisions, the directors consider the likely long-term consequences and the potential impact on each stakeholder group.

The Company seeks to maintain open and constructive relationships with its stakeholders. This includes regular communication with shareholders and lenders, engagement with employees, monitoring customer feedback, maintaining appropriate relationships with suppliers and considering the impact of its activities on the local community and environment.

The directors consider that the actions taken during the year and after the year end support the Company’s objective of establishing a more sustainable and profitable hotel business.


This report was approved by the board and signed on its behalf.



N Shammas
Director

Date: 25 September 2026
Page 4

 


NEW FOREST HOTELS PLC
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £1,837,833 (2024 - loss £2,353,478). The directors have not recommend the payment of a dividend. 

Directors

The directors who served during the year were:

N Shammas 
G Bardawil 
P Loizou 
M Papadopolos 
R Shammas 

Qualifying third party indemnity provisions

The Company has maintained throughout the year directors' and officers' liability insurance for the benefit of the Company, the directors and its officers. The company has entered into qualifying third party indemnity arrangements for the benefit of all its directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the year and remain in force.

Future developments

Please refer to the Strategic Report.

Page 5

 


NEW FOREST HOTELS PLC
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

Subsequent to the year end, following a strategic review of the Company’s property portfolio, the directors commenced a process to market Burley Manor Hotel for sale.

The sale process remains ongoing and no transaction had been agreed at the date of approval of these financial statements. As the process is at an early stage, the financial effect cannot yet be reliably estimated.

Auditor

Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





N Shammas
Director

Date: 25 September 2026

Page 6

 


NEW FOREST HOTELS PLC
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW FOREST HOTELS PLC

Opinion


We have audited the financial statements of New Forest Hotels Plc (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of 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 Company's affairs as at 31 December 2025 and of its loss for the year 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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.


Page 7

 


NEW FOREST HOTELS PLC


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW FOREST HOTELS PLC (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 


NEW FOREST HOTELS PLC


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW FOREST HOTELS PLC (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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 Company is subject to laws and regulations that directly affect the financial statements including financial
reporting legislation, and general regulations such as health and safety, general data protection regulation and
copyright law. There are no industry specific laws and regulations which would be deemed to have a significant impact
on the financial statements. We assessed the extent of compliance with the appropriate laws and regulations as part
of our procedures on the related financial statement items.
 
∙We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to
management, and those responsible for legal and compliance procedures. We corroborated our inquiries through our
review of Board minutes.
 
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
 
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
fraud;
°Understanding how those charged with governance considered and addressed the potential for override of
controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions;
°Misappropriation of funds through fraudulent supplier ledger and payroll activity; and
°Manipulation of amounts subject to significant judgement or estimate.



Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Page 9

 


NEW FOREST HOTELS PLC


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEW FOREST HOTELS PLC (CONTINUED)

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.





James Hadfield FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
3000a Parkway
Whiteley
Hampshire
PO15 7FX

25 September 2026
Page 10

 


NEW FOREST HOTELS PLC
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 3 
7,870,568
7,449,613

Cost of sales
  
(4,603,609)
(4,457,466)

Gross profit
  
3,266,959
2,992,147

Administrative expenses
  
(4,612,683)
(4,553,460)

Other operating income
 4 
229,143
222,132

Operating loss
  
(1,116,581)
(1,339,181)

Interest payable and similar expenses
 8 
(613,791)
(865,497)

Loss before tax
  
(1,730,372)
(2,204,678)

Tax on loss
 9 
(107,461)
(148,800)

Loss for the financial year
  
(1,837,833)
(2,353,478)

Other comprehensive income for the year
  

Unrealised surplus on revaluation of tangible fixed assets
  
240,198
1,619,892

Total comprehensive income for the year
  
(1,597,635)
(733,586)

The notes on pages 16 to 29 form part of these financial statements.

Page 11

 


NEW FOREST HOTELS PLC
REGISTERED NUMBER:01576403



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 10 
19,435,700
19,438,884

  
19,435,700
19,438,884

Current assets
  

Stocks
 11 
60,408
69,336

Debtors: amounts falling due within one year
 12 
322,094
300,964

Cash at bank and in hand
 13 
51,826
30,733

  
434,328
401,033

Creditors: amounts falling due within one year
 14 
(12,515,578)
(7,678,844)

Net current liabilities
  
 
 
(12,081,250)
 
 
(7,277,811)

Total assets less current liabilities
  
7,354,450
12,161,073

Creditors: amounts falling due after more than one year
 15 
(3,470,807)
(6,787,256)

Provisions for liabilities
  

Deferred tax
 17 
(356,413)
(248,952)

  
 
 
(356,413)
 
 
(248,952)

Net assets
  
3,527,230
5,124,865


Capital and reserves
  

Called up share capital 
 18 
6,500,000
6,500,000

Revaluation reserve
 19 
5,340,269
5,301,641

Profit and loss account
 19 
(8,313,039)
(6,676,776)

  
3,527,230
5,124,865


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




N Shammas
Director

Date: 25 September 2026

The notes on pages 16 to 29 form part of these financial statements.

Page 12

 
NEW FOREST HOTELS PLC

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025



Called up share capital
Revaluation reserve
Profit and loss account
Total equity


£
£
£
£



At 1 January 2024
6,500,000
3,833,901
(4,475,450)
5,858,451





Loss for the year
-
-
(2,353,478)
(2,353,478)


Surplus on revaluation of freehold property
-
1,619,892
-
1,619,892

Total comprehensive income for the year
-
1,619,892
(2,353,478)
(733,586)


Transfer of excess depreciation
-
(152,152)
152,152
-





At 1 January 2025
6,500,000
5,301,641
(6,676,776)
5,124,865





Loss for the year
-
-
(1,837,833)
(1,837,833)


Surplus on revaluation of freehold property
-
240,198
-
240,198

Total comprehensive income for the year
-
240,198
(1,837,833)
(1,597,635)


Transfer of excess depreciation
-
(201,570)
201,570
-



At 31 December 2025
6,500,000
5,340,269
(8,313,039)
3,527,230



The notes on pages 16 to 29 form part of these financial statements.

Page 13
 


NEW FOREST HOTELS PLC
 



STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(1,837,833)
(2,353,478)

Adjustments for:

Depreciation of tangible assets
626,600
636,567

Loss on disposal of tangible assets
-
(130,229)

Interest paid
613,792
865,497

Taxation charge
107,461
148,800

Decrease/(increase) in stocks
8,928
(11,892)

(Increase) in debtors
(21,130)
(64,096)

Increase/(decrease) in creditors
595,432
(378,024)

(Decrease)/increase in amounts owed to groups
(83,265)
1,925,183

Net cash generated from operating activities

9,985
638,328


Cash flows from investing activities

Purchase of tangible fixed assets
(383,218)
(279,257)

Sale of tangible fixed assets
-
1,650,000

Net cash from investing activities

(383,218)
1,370,743

Cash flows from financing activities

Repayment of loans
-
(910,069)

Loans provided by /(repaid to) directors
1,009,533
-

Interest paid
(613,791)
(865,497)

Net cash used in financing activities
395,742
(1,775,566)

Net increase in cash and cash equivalents
22,509
233,505

Cash and cash equivalents at beginning of year
29,317
(204,188)

Cash and cash equivalents at the end of year
51,826
29,317


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
51,826
30,733

Bank overdrafts
-
(1,416)

51,826
29,317


The notes on pages 16 to 29 form part of these financial statements.

Page 14

 


NEW FOREST HOTELS PLC
 



ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
Other non-cash changes
At 31 December 2025
£

£

£

£

Cash at bank and in hand

30,733

21,093

-

51,826

Bank overdrafts

(1,416)

1,416

-

-

Debt due after 1 year

(6,048,809)

(588,916)

2,363,606

(4,274,119)

Debt due within 1 year

(1,037,877)

(420,617)

(2,363,606)

(3,822,100)


(7,057,369)
(987,024)
-
(8,044,393)

The notes on pages 16 to 29 form part of these financial statements.

Page 15

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

New Forest Hotels Plc is an unlisted public limited company limited by shares, incorportated in England and registered in England and Wales. The address of it's registered office is disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. The forecasts take account of reasonably possible changes in trading performance and the Company’s financing requirements.

The forecasts do not assume the completion of the proposed sale of Burley Manor Hotel or the receipt of any proceeds from that sale during the forecast period.

The ultimate controlling party has confirmed their continued support and ability to provide financial support to the Company as required.

Should trading performance fall below expectations, the directors have considered the mitigating actions available to the Company. These include controlling payroll and other operating expenditure, deferring non-essential capital expenditure and seeking further financial support where required.

Having considered the forecasts, available mitigating actions and the continued support of the ultimate controlling party, the directors have a reasonable expectation that the Company has adequate resources to meet its liabilities as they fall due and to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going-concern basis.

Page 16

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 17

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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


 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is provided on the following basis:

Freehold property
-
50 years straight line
Motor vehicles
-
15% reducing balance
Fixtures and fittings
-
15 years straight line
Computer equipment
-
5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 18

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

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

 
2.10

Stocks

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

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.12

Cash and cash equivalents

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

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.13

Creditors

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

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.
Page 19

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.15

Financial instruments

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

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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

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


3.


Turnover

The whole of the turnover is attributable to hotel services and associated activities.

All turnover arose within the United Kingdom.

Page 20

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Other operating income

2025
2024
£
£

Other operating income
229,143
222,132

229,143
222,132



5.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2025
2024
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
38,400
33,500

Fees payable to the Company's auditor and its associates in respect of:

Other
2,400
2,400

Taxation compliance services
3,500
3,500


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
3,627,803
3,481,092

Social security costs
384,311
301,699

Cost of defined contribution scheme
53,811
51,464

4,065,925
3,834,255


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Operations
168
146



Administration
33
30

201
176

Page 21

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
71,401
80,245

Company contributions to defined contribution pension schemes
893
893

72,294
81,138


During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.




8.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
13,287
-

Loan arrangement fees amortisation
17,088
36,784

Mortgage interest payable
583,416
828,713

613,791
865,497


9.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
99,456
148,800

Adjustment in respect of previous period
8,005
-

Total deferred tax
107,461
148,800


107,461
148,800
Page 22

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(1,730,372)
(2,204,678)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(432,593)
(618,740)

Effects of:


Permanent differences
64,249
(202,567)

Chargeable gains / (losses)
-
(2,664)

Movement in deferred tax not recognised
467,800
972,771

Adjustment to deferred tax charge in respect of prior periods
8,005
-

Total tax charge for the year
107,461
148,800

Page 23

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Tangible fixed assets





Freehold hotels
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2025
17,561,835
60,829
7,009,976
709,247
25,341,887


Additions
49,475
-
294,960
38,783
383,218


Disposals
-
-
(602,230)
(398,347)
(1,000,577)



At 31 December 2025

17,611,310
60,829
6,702,706
349,683
24,724,528



Depreciation


At 1 January 2025
-
39,445
5,276,537
587,021
5,903,003


Charge for the year on owned assets
268,985
3,208
329,177
25,230
626,600


Disposals
-
-
(602,230)
(398,347)
(1,000,577)


On revalued assets
(240,198)
-
-
-
(240,198)



At 31 December 2025

28,787
42,653
5,003,484
213,904
5,288,828



Net book value



At 31 December 2025
17,582,523
18,176
1,699,222
135,779
19,435,700



At 31 December 2024
17,561,835
21,384
1,733,439
122,226
19,438,884

Included in Freehold hotels is land totalling £2,520,000 (2024 - £2,520,000) which is not depreciated.

The hotels are provided as security for the bank loans in note 16.

The company's hotel property, along with fixtures, fittings and equipment, were valued by Knight Frank, an independent chartered surveyor with experience in the hotel property market, in February 2026 (effective 31 December 2025). The valuations were performed on the basis of market value under the profits method in accordance with The Royal Institute of Chartered Surveyors Valuation Professional Standards known as the "Red Book". 

These valuations have resulted in an uplift of £240,198 in 2025 (2024: uplift of £1,619,892) which had been credited to the revaluation reserve. 

Had the property assets been held at historic cost their net book value would be £13,388,570 (2024 - £13,362,018).

Page 24

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Stocks

2025
2024
£
£

Finished goods and goods for resale
60,408
69,336

60,408
69,336


There is no material difference between the replacement cost of stocks and the amounts stated above.


12.


Debtors

2025
2024
£
£


Trade debtors
90,440
71,718

Other debtors
18,705
41,754

Prepayments and accrued income
212,949
187,492

322,094
300,964



13.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
51,826
30,733

Less: bank overdrafts
-
(1,416)

51,826
29,317



14.


Creditors: Amounts falling due within one year

2025
2024
£
£

Bank overdrafts
-
1,416

Bank loans
3,822,100
588,916

Trade creditors
1,097,150
902,948

Amounts owed to group undertakings
4,688,158
4,688,158

Other taxation and social security
463,332
90,830

Other creditors
1,705,117
670,697

Accruals and deferred income
739,721
735,879

12,515,578
7,678,844


Page 25

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Bank loans
2,815,625
6,048,809

Amounts owed to group undertakings
655,182
738,447

3,470,807
6,787,256



16.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Bank loans
3,822,100
588,916


3,822,100
588,916

Amounts falling due 1-2 years

Bank loans
587,500
3,820,684


587,500
3,820,684

Amounts falling due 2-5 years

Bank loans
2,228,125
2,228,125


2,228,125
2,228,125


6,637,725
6,637,725


Two of the bank loans are secured by a first legal charge over the freehold hotels as disclosed in note 10.

A further loan is secured over Burley Manor Hotel and Forest Lodge Hotel plus a guarantee of up to £4,200,000 given by N Shammas. 

Since the year end, the directors have agreed extensions to the repayment dates of bank loans with a total carrying amount of £6,637,725 at the year end.

Of this amount, £3,234,600 was classified as repayable within one year at the year end. The repayment date for these loans has subsequently been extended to December 2028.

Page 26

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Deferred taxation




2025


£






At beginning of year
(248,952)


Charged to other comprehensive income
(107,461)



At end of year
(356,413)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(356,413)
(248,952)

(356,413)
(248,952)


18.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



6,500,000 (2024 -6,500,000) Ordinary  shares of £1.00 each
6,500,000
6,500,000

Each ordinary share holds equal dividend and voting rights.



19.


Reserves

Revaluation reserve

The revaluation reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income.

Amounts included in the revaluation reserve are subject to deferred taxation which will crystalise in the event of the underlying asset being disposed.

Profit and loss account

The profit and loss account represents accumuldated comprehensive income of the year and prior periods less any dividends paid.

Page 27

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £53,811  (2024 - £51,464). Contributions totalling £Nil (2024 - £Nil) were payable to the fund at the statement of financial position date.


21.


Commitments under operating leases

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

2025
2024
£
£


Not later than 1 year
1,884
1,884

Later than 1 year and not later than 5 years
968
2,852

2,852
4,736


22.


Related party transactions

Included within creditors: amounts falling due within and after more than one year is £790,422 (2024 -  £873,687) due to the parent company. 

Also included in creditors: amounts falling due within one year is an amount of £4,552,918 (2024 -  £4,552,918) due to The Nizam Shammas Trust, which is under the control of a director.

Included within other creditors due within one year is £1,458,494 (2024 - £448,961) due to a director of the company. This balance does not attract interest. The maximum outstanding in the year was £1,467,130. 

A director has provided a personal guarantee totalling £4,200,000 (2024 - £4,200,000) relating to the bank debts.

Key management personnel are those persons having authority and responsibility for planning, controlling and directing the activities of the company. The remuneration of key management personnel during the period was £72,294 (2024 - £81,139).  


23.


Post balance sheet events

Subsequent to the year end, following a strategic review of the Company’s property portfolio, the directors commenced a process to market Burley Manor Hotel for sale.

The sale process remains ongoing and no transaction had been agreed at the date of approval of these financial statements. As the process is at an early stage, the financial effect cannot yet be reliably estimated.

Page 28

 


NEW FOREST HOTELS PLC
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Controlling party

At year end the immediate and ultimate parent company is The Construction and Real Estate Limited, a company incorporated in Cyprus. The ultimate controlling party is Nizam Shammas Trust Settlement which is registered in Cyprus.

The accounts of the company are not consolidated within the accounts of the immediate and ultimate parent company.

 
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