REGISTERED NUMBER: 10449423 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

BGAM HOTELS (KW) LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

J D Levy

J P Levy

M D Rubin

N S Rubin

L M Becker

REGISTERED OFFICE:

Greenhill House

90/93 Cowcross Street

London

EC1M 6BF

REGISTERED NUMBER:

10449423 (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 of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group during the year under review was a hotel operating under the IHG Holiday Inn franchise.

REVIEW OF BUSINESS

The results for the year show revenues generated of £3,606,197 (2024 - £3,421,296) and a resultant loss before tax of £(133,190) (2024 - £(613,585)). Full details of the group's financial performance can be found in the annexed financial statements.

The directors are pleased to note customer demand remaining strong and occupancy levels continued to improve. Meanwhile, the group continues to work closely with its suppliers and associates, to ensure its delivery continues to meet or exceed expectations.

Given the nature of its business structure, rising employment costs squeeze the group's available margins, although the directors look to mitigate that where possible.

During the year the group completed a substantial re-financing exercise, which has helped secure its cashflow commitments.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk to the business is inadequate occupancy of its available rooms and therefore an inability to generate sufficient revenues to service operations. The directors closely monitor the 's group's performance against similar businesses operating in comparable markets and respond accordingly.

Similarly, the group carefully monitors its compliance with brand standards, and regularly compares its performance against other (local and national) hotels to ensure it remains competitive.

The group is also susceptible to any loss in key members of operational staff and therefore operates a number of performance reward and incentive programmes to mitigate these risks.

Finally, the group is as susceptible to economic fluctuations as any other. The UK economic climate therefore poses a further risk to the group, and its customer base, of which the directors are very aware. As above, ensuring sufficient demand is key to combatting the threats this poses.

SECTION 172(1) STATEMENT

Stakeholder engagement

The board of directors have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the group's success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the group and its stakeholders. This statement addresses the ways in which we as a board handle this responsibility.

Decision making

Regular operational and strategic meetings are held by the directors and general managers. This ensures the board has access to the key factors affecting all areas of the business' decision making, shorter term or longer.

Furthermore, the group is in constant communication with IHG and various industry specific news sources. This enables the directors to keep abreast of, and address, all longer-term shifts in the group's operating markets.

Employee engagement

The subsidiary maintains a diverse workforce of local employees spanning all aspects of the hotel delivery, supplemented by outsourced staff and suppliers where necessary. Staff are rewarded in line with comparable local markets, provided with specific training relevant to their needs and have access to wider industry opportunities as a result of the same.

Business relationships

The group actively maintains strong relationships with its key suppliers and support functions, to ensure it has access to the resources it needs to operate effectively.

The wider franchise ensures the company group has access to a broad array of customers, visiting for various purposes. The group monitors compliance with brand standards to ensure all customers' expectations are satisfied and deliver the best possible service it can achieve.

Community and environmental impact

The directors remain ever conscious of the impact their business has on the local community and environment. As well as being a supportive local employer, the group also complies with all franchise environmental incentives.

Business conduct

The directors closely monitor the group's service delivery to ensure at all times the business is honest, fair and professional in its conduct with all stakeholders.

Shareholder engagement

The group is actively managed by its ultimate shareholders, who are all represented on the board of directors.

ON BEHALF OF THE BOARD:

J D Levy - Director

25 September 2026

The directors present their report with the financial statements of the company and the group 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.

J D Levy

J P Levy

M D Rubin

N S Rubin

L M Becker

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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 BGAM Hotels (KW) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 group's and 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 group or the parent 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 group, including the Companies Act 2006, its IHG Holiday Inn franchise agreement and applicable taxation legislation;

-

assessed the group'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 group'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

3,606,197

3,421,296

Cost of sales

2,020,624

1,984,697

GROSS PROFIT

1,585,573

1,436,599

Administrative expenses

914,635

897,668

670,938

538,931

Other operating income

15,429

7,714

OPERATING PROFIT

4

686,367

546,645

Interest payable and similar expenses

6

819,557

1,160,230

LOSS BEFORE TAXATION

(133,190

)

(613,585

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(133,190

)

(613,585

)

Loss attributable to:

Owners of the parent

(133,190

)

(613,585

)

LOSS FOR THE YEAR

(133,190

)

(613,585

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(133,190

)

(613,585

)

Total comprehensive income attributable to:

Owners of the parent

(133,190

)

(613,585

)

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

8,044,332

8,121,994

Investments

11

-

-

8,044,332

8,121,994

CURRENT ASSETS

Stocks

12

9,603

11,229

Debtors

13

465,282

354,147

Cash at bank and in hand

63,258

4,046

538,143

369,422

CREDITORS

Amounts falling due within one year

14

4,334,571

4,188,493

NET CURRENT LIABILITIES

(3,796,428

)

(3,819,071

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,247,904

4,302,923

CREDITORS

Amounts falling due after more than one year

15

14,140,538

14,062,367

NET LIABILITIES

(9,892,634

)

(9,759,444

)

CAPITAL AND RESERVES

Called up share capital

19

38

38

Retained earnings

20

(9,892,672

)

(9,759,482

)

SHAREHOLDERS' FUNDS

(9,892,634

)

(9,759,444

)

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

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

6,117,176

6,117,176

6,117,176

6,117,176

CURRENT ASSETS

Debtors

13

52,928

52,928

CREDITORS

Amounts falling due within one year

14

6,124,816

6,076,600

NET CURRENT LIABILITIES

(6,071,888

)

(6,023,672

)

TOTAL ASSETS LESS CURRENT LIABILITIES

45,288

93,504

CAPITAL AND RESERVES

Called up share capital

19

38

38

Retained earnings

20

45,250

93,466

SHAREHOLDERS' FUNDS

45,288

93,504

Company's loss for the financial year

(48,216

)

(116,200

)

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

38

(9,145,897

)

(9,145,859

)

Changes in equity

Total comprehensive income

-

(613,585

)

(613,585

)

Balance at 31 December 2024

38

(9,759,482

)

(9,759,444

)

Changes in equity

Total comprehensive income

-

(133,190

)

(133,190

)

Balance at 31 December 2025

38

(9,892,672

)

(9,892,634

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

38

209,666

209,704

Changes in equity

Total comprehensive income

-

(116,200

)

(116,200

)

Balance at 31 December 2024

38

93,466

93,504

Changes in equity

Total comprehensive income

-

(48,216

)

(48,216

)

Balance at 31 December 2025

38

45,250

45,288

Cash flows from operating activities

Cash generated from operations

1

911,131

1,980,708

Interest paid

(361,926

)

(411,489

)

Interest element of hire purchase and finance lease rental payments paid

(457,631

)

(748,741

)

Net cash from operating activities

91,574

820,478

Cash flows from investing activities

Purchase of tangible fixed assets

(48,614

)

(9,007

)

Net cash from investing activities

(48,614

)

(9,007

)

Cash flows from financing activities

Rolled up finance interest

243,832

195,352

Capital repayments in year

(154,417

)

(1,022,269

)

Net cash from financing activities

89,415

(826,917

)

Increase/(decrease) in cash and cash equivalents

132,375

(15,446

)

Cash and cash equivalents at beginning of year

2

(69,117

)

(53,671

)

Cash and cash equivalents at end of year

2

63,258

(69,117

)

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Loss before taxation

(133,190

)

(613,585

)

Depreciation charges

126,276

126,313

Finance costs

819,557

1,160,230

812,643

672,958

Decrease in stocks

1,626

311

(Increase)/decrease in trade and other debtors

(111,135

)

211,252

Increase in trade and other creditors

207,997

1,096,187

Cash generated from operations

911,131

1,980,708

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

63,258

4,046

Bank overdrafts

-

(73,163

)

63,258

(69,117

)

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

4,046

4,626

Bank overdrafts

(73,163

)

(58,297

)

(69,117

)

(53,671

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

4,046

59,212

63,258

Bank overdrafts

(73,163

)

73,163

-

(69,117

)

132,375

63,258

Debt

Hire purchase and finance leases

(8,919,140

)

(147,875

)

(9,067,015

)

Debts falling due within 1 year

(58,460

)

17,090

(41,370

)

Debts falling due after 1 year

(4,716,370

)

41,370

(4,675,000

)

(13,693,970

)

(89,415

)

(13,783,385

)

Total

(13,763,087

)

42,960

(13,720,127

)

1.	STATUTORY INFORMATION

BGAM Hotels (KW) 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 group trades from its property in Kenilworth, Warwick.

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.

Basis of consolidation

The group accounts consolidated the affairs of BGAM Hotels (KW) Limited and all its subsidiary undertakings drawn to 31 December each year. The subsidiary accounts have been included in the group figures under the acquisition method of accounting.

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 group 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 physical goods are sold, as services are performed or otherwise as entitlement accrues to the group.

Other income

During the year ended 31 December 2024 the group received £450,000 of income from its franchiser. The amounts have been deferred and are being released evenly over the life of the franchise agreement.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of five years.

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.

Patents and licences have been fully amortised in the current year.

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

Equipment

-

25% on reducing balance and 15% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Computer equipment

-

33% on cost

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

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

958,011

928,663

Social security costs

89,430

59,264

Other pension costs

12,925

11,698

1,060,366

999,625

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

2025

2024

Staff

62

74

Directors

4

5

66

79

2025

2024

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

31,877

56,844

Depreciation - owned assets

26,276

26,313

Depreciation - assets on hire purchase contracts and finance leases

100,000

100,000

5.	AUDITORS' REMUNERATION

2025

2024

£

£

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

19,000

17,000

Auditors' remuneration - other non-audit services

569

833

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Leasing

249,705

249,111

Bank charges

112,221

162,378

Loan interest payable

401,329

632,541

Other interest

56,302

116,200

819,557

1,160,230

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Loss before tax

(133,190

)

(613,585

)

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

(33,298

)

(153,396

)

Effects of:

Expenses not deductible for tax purposes

25,102

24,092

Losses not recognised

8,196

129,304

Total tax charge

-

-

Although historically deferred tax assets have not been recognised, the subsidiary does benefit from significant trading losses (£2.94m) carried forward, ongoing capital allowances (£175k) and capital losses (£2.26m) which will reduce its exposure to future taxable profits accordingly.

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.