REGISTERED NUMBER: 06398416 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

DRAGONGLASS MILTON KEYNES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

L M Becker

J D Levy

J P Levy

N S Rubin

M D Rubin

REGISTERED OFFICE:

Greenhill House

90/93 Cowcross Street

London

EC1M 6BF

REGISTERED NUMBER:

06398416 (England and Wales)

AUDITORS:

Goldwyns Limited

Statutory Auditors and Chartered Accountants

1 Nelson Mews

Southend on Sea

Essex

SS1 1AL

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

PRINCIPAL ACTIVITY

The principal activity of the company during the year under review was a hotel operating under the Delta Marriott franchise.

REVIEW OF BUSINESS

The results for the year show revenues generated of £4,291,342 (2024 - £3,992,592) and a resultant profit before tax of £1,490,633 (2024 - loss before tax of £429,237).

However, the directors took the decision to market the business for sale and on 8 September 2026 finalised an agreement to sell its leasehold property interest and, consequently, discontinue its primary operations. As such, it is no longer appropriate to prepare the company's accounts on the presumption it remains a going concern - this is a fundamental change to the way in which the figures are presented, and on which details can be found in the accompanying notes.

Although it was a difficult decision to make, the directors express their thanks to the many employees, stakeholders, customers and suppliers who have supported the company during their tenure.

PRINCIPAL RISKS AND UNCERTAINTIES

Given the discontinuation of the company's activities, the directors do not consider it necessary to set out further details on the principal risks and uncertainties applicable to the business.

ON BEHALF OF THE BOARD:

J D Levy - Director

25 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

L M Becker

J D Levy

J P Levy

N S Rubin

M D Rubin

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 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 and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Goldwyns Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J D Levy - Director

25 September 2026

Opinion

We have audited the financial statements of Dragonglass Milton Keynes Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to note 2 of the financial statements, which describes their departure from the going concern presumption and the consequential presentation of the company's figures. Our opinion is not modified in respect of this change of basis.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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.

In order to address the risks of misstatements in respect of irregularities, including fraud, we have:

-

obtained an understanding of the key laws and regulations applicable to the company, including the Companies Act 2006, its Delta Marriott franchise agreement and applicable taxation legislation;

-

assessed the company's own internal controls and systems for the prevention and detection of irregularities and particularly the control environment within which they operate;

-

determined a materiality level and audit approach sufficient to identify most irregularities, including fraud, that may occur;

-

considered our own involvement in the preparation of the company's statutory financial statements and taxation returns;

-

conducted audit verification work, on a sample basis, on the key audit areas and risks we have identified; and

-

reflected on the outcome of our work, and the likelihood that conclusions drawn may be indicative of other areas of potential irregularity.

We therefore consider our audit approach has been sufficient to detect material irregularities, including fraud.

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 Report of the Auditors.

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 a Report of the Auditors 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.

S T Blundell FCA (Senior Statutory Auditor)

for and on behalf of Goldwyns Limited

Statutory Auditors and Chartered Accountants

1 Nelson Mews

Southend on Sea

Essex

SS1 1AL

25 September 2026

TURNOVER

-

4,291,342

4,291,342

Cost of sales

-

(2,679,496

)

(2,679,496

)

GROSS PROFIT

-

1,611,846

1,611,846

Administrative expenses

-

(1,702,768

)

(1,702,768

)

-

(90,922

)

(90,922

)

Other operating income

-

16,000

16,000

OPERATING LOSS

4

-

(74,922

)

(74,922

)

Adjustment to property carrying values

6

-

4,415,137

4,415,137

Provision for termination costs

6

-

(1,800,000

)

(1,800,000

)

Redundancy

6

-

(44,876

)

(44,876

)

-

2,495,339

2,495,339

Interest payable and similar expenses

7

-

(1,004,706

)

(1,004,706

)

PROFIT BEFORE TAXATION

-

1,490,633

1,490,633

Tax on profit

8

-

72,627

72,627

PROFIT FOR THE FINANCIAL YEAR

-

1,563,260

1,563,260

TURNOVER

-

3,992,592

3,992,592

Cost of sales

-

(2,581,254

)

(2,581,254

)

GROSS PROFIT

-

1,411,338

1,411,338

Administrative expenses

-

(1,056,473

)

(1,056,473

)

-

354,865

354,865

Other operating income

-

92,000

92,000

OPERATING PROFIT

4

-

446,865

446,865

Interest receivable and similar income

-

12,299

12,299

Interest payable and similar expenses

7

-

(888,401

)

(888,401

)

LOSS BEFORE TAXATION

-

(429,237

)

(429,237

)

Tax on loss

8

-

89,640

89,640

LOSS FOR THE FINANCIAL YEAR

-

(339,597

)

(339,597

)

PROFIT/(LOSS) FOR THE YEAR

1,563,260

(339,597

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,563,260

(339,597

)

FIXED ASSETS

Intangible assets

9

-

2,928,703

Tangible assets

10

8,500,000

12,938,898

8,500,000

15,867,601

CURRENT ASSETS

Stocks

11

18,064

24,076

Debtors

12

11,563,180

11,570,579

Cash at bank and in hand

98,996

131,937

11,680,240

11,726,592

CREDITORS

Amounts falling due within one year

13

6,011,213

3,098,551

NET CURRENT ASSETS

5,669,027

8,628,041

TOTAL ASSETS LESS CURRENT LIABILITIES

14,169,027

24,495,642

CREDITORS

Amounts falling due after more than one year

14

(7,275,521

)

(19,092,769

)

PROVISIONS FOR LIABILITIES

18

(283,013

)

(355,640

)

NET ASSETS

6,610,493

5,047,233

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

6,610,393

5,047,133

SHAREHOLDERS' FUNDS

6,610,493

5,047,233

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2026 and were signed on its behalf by:

J D Levy - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

5,386,730

5,386,830

Changes in equity

Total comprehensive income

-

(339,597

)

(339,597

)

Balance at 31 December 2024

100

5,047,133

5,047,233

Changes in equity

Total comprehensive income

-

1,563,260

1,563,260

Balance at 31 December 2025

100

6,610,393

6,610,493

1.	STATUTORY INFORMATION

Dragonglass Milton Keynes Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company trades from its leased property in Milton Keynes, Buckinghamshire.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover represents the income receivable by the company from its trading activities as a hotel. Sales encompass room hire, food and beverage income and all other associated ancillary hotel and guest services. Turnover is recognised in the period in which the physical goods are sold, as services are performed or otherwise as entitlement accrues to the company.

Other income

During the year ended 31 December 2024 the company received £400,000 of income from its franchiser. The amounts have been deferred and are being released evenly over the life of the franchise agreement.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation policy - over a period of 175 years

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Long leasehold

-

over a period of 175 years

Fixtures, fittings and equipment

-

33% on cost and 20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

On 8 September 2026 the company entered into an agreement to sell its leasehold property interest and, consequently, discontinue its primary operations. As such it is no longer appropriate to prepare its accounts on the presumption it remains a going concern.

The company's fixed assets have therefore been reviewed and impaired to their realistic anticipated recoverable value. The assessment of that impairment is supported by external valuations the company has received and the final amounts agreed in its subsequent property sales contract. That valuation likewise includes the purchaser taking responsibility for the ongoing rentals due under the company's property lease, so these accounts reflect an unwinding of the balance of that finance liability as an obligation taken up by a third party. However, both the previous valuations and the actual circumstances of the sale (which had not been exchanged at the year end itself) demonstrate that it realistically would take the company up to 12 months to realise such proceeds, so a provision for 12 months' rental liability remains on the balance sheet.

The company has also assessed its likely costs for terminating its other finance liabilities early, exiting its franchise agreement and other ongoing operative contracts, and making its workforce redundant. These have been recognised as additional costs where appropriate.

The company's other operative assets and liabilities - e.g. stocks and outstanding debtor balances - have generally been recognised at their recoverable amounts. As no binding contract existed at 31 December 2025 and many operative activities continued for some time thereafter, the directors assess there is generally no change in the recognition of those balances (albeit a more prudent view has been taken, where recoverability requires a longer period of time to realise).

The consequential effects on the company's profit and loss figures primarily represent exceptional items, and have been presented accordingly.

Given the significance of these changes, please note the comparability of these figures to the preceding years' figures is also impaired.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,176,334

1,184,103

Social security costs

125,370

94,109

Other pension costs

67,267

59,511

1,368,971

1,337,723

The average number of employees during the year was as follows:

2025

2024

Hotel staff

62

65

Directors

5

5

67

70

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

£

£

Hire of plant and machinery

-

21,130

Depreciation - owned assets

173,247

116,259

Depreciation - assets on hire purchase contracts and finance leases

454,744

159,972

Other intangibles amortisation

17,664

17,665

5.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

15,500

13,000

Auditors' remuneration for non audit work

3,599

4,824

6.	EXCEPTIONAL ITEMS

2025

2024

£

£

Adjustment to property carrying values

4,415,137

-

Provision for termination costs

(1,800,000

)

-

Redundancy

(44,876

)

-

2,570,261

-

As per note 2, exceptional items represent the substantial profit and loss effects arising having ceased to prepare the accounts on a going concern basis, and costs expected in the discontinuation of its primary trading activities.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Loan interest payable

581,375

571,273

Leasing interest

407,142

302,436

Other interest

16,189

14,692

1,004,706

888,401

8.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2025

2024

£

£

Deferred tax

(72,627

)

(89,640

)

Tax on profit/(loss)

(72,627

)

(89,640

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit/(loss) before tax

1,490,633

(429,237

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

372,658

(107,309

)

Effects of:

Expenses not deductible for tax purposes

4,971

3,639

Depreciation in excess of capital allowances

14,402

14,030

Deferred tax effect on termination of activities

(464,658

)

-

Total tax credit

(72,627

)

(89,640

)

9.	INTANGIBLE FIXED ASSETS

Other

intangibles

£

COST

At 1 January 2025

and 31 December 2025

3,033,850

AMORTISATION

At 1 January 2025

105,147

Amortisation for year

17,664

Impairments

2,911,039

At 31 December 2025

3,033,850

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

2,928,703

10.	TANGIBLE FIXED ASSETS

Fixtures,

fittings

Long

and

leasehold

equipment

Totals

£

£

£

COST

At 1 January 2025

10,800,000

3,414,342

14,214,342

Additions

-

161,424

161,424

At 31 December 2025

10,800,000

3,575,766

14,375,766

DEPRECIATION

At 1 January 2025

354,857

920,587

1,275,444

Charge for year

61,714

566,277

627,991

Impairments

1,883,429

2,088,902

3,972,331

At 31 December 2025

2,300,000

3,575,766

5,875,766

NET BOOK VALUE

At 31 December 2025

8,500,000

-

8,500,000

At 31 December 2024

10,445,143

2,493,755

12,938,898

The group's bankers hold legal charges over all of the company's property in support of the group's financing facilities.

On 8 April 2019 the company entered into agreement to sell and then leaseback the property from which it previously traded over a period of 175 years. This lease substantially amounted to a financing lease, as the company would derive benefit from the property throughout a major part of its useful life, and had been recognised accordingly.

The finance lease has been derecognised further to the change in accounting basis - see note 2 for further details.

The disposal event created an accounting loss which had been recognised as an intangible fixed asset (above) and was previously being written down over the same period as the property.