REGISTERED NUMBER: 09436498 (England and Wales)

Financial Statements

for the Period 1 April 2024 to 31 August 2025

for

Oddfellows Chester Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

D D McGeorge

REGISTERED OFFICE:

Eccleston Hill House

Hill Road

Eccleston

Chester

Cheshire

CH4 9HG

REGISTERED NUMBER:

09436498 (England and Wales)

AUDITORS:

TC Group

Park House

200 Drake Street

Rochdale

Lancashire

OL16 1PJ

FIXED ASSETS

Tangible assets

4

3,539,583

4,075,000

CURRENT ASSETS

Debtors

5

166,093

165,083

Cash at bank

2,023

160

168,116

165,243

CREDITORS

Amounts falling due within one year

6

3,608,731

3,638,954

NET CURRENT LIABILITIES

(3,440,615

)

(3,473,711

)

TOTAL ASSETS LESS CURRENT LIABILITIES

98,968

601,289

CREDITORS

Amounts falling due after more than one year

7

1,384,681

1,447,339

NET LIABILITIES

(1,285,713

)

(846,050

)

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(1,285,813

)

(846,150

)

SHAREHOLDERS' FUNDS

(1,285,713

)

(846,050

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 20 October 2026 and were signed by:

D D McGeorge - Director

1.	STATUTORY INFORMATION

Oddfellows Chester Ltd 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.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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

Going concern

As at 31 August 2025, the company reports a deficiency in shareholders' funds amounting to £1,285,713 as a result of property losses reported in previous years. The company meets its day to day working capital requirements via its trading activities and the use of an interest free loan provided by its parent company, funded by its shareholders.

At 31 August 2025, the company's funding arrangements included a bridging loan facility due to expire in December 2025. At the date of approval of these financial statements, this facility has been fully repaid and replaced by a shareholder loan provided in December 2025.

The directors have obtained confirmation from the participating shareholders that they do not intend to demand repayment of the shareholder loan within at least twelve months from the date of approval of these financial statements.

The Director has considered the insolvent balance sheet position, has reviewed recent management accounts and the company and group's forecasts and projections moving forward.

The Director has obtained assurances of the continued support of the shareholders for at least 12 months from the date of signing these accounts. This support includes the provision of additional loan facilities if these are required.

The Director is aware that the above matters may cast doubt on the company's ability to continue as a going concern. However, the Director has concluded that the company remains a going concern and has prepared the accounts on that basis.

Comparative information

The financial statements have been prepared for the 17-month period ended 31 August 2025. The comparative figures relate to the 12-month period ended 31 March 2024.

During the period, the directors resolved to extend the company's accounting reference date. The change was made in order to align the company's financial reporting period with that of other entities managed by the hospitality management company.

As a result of the change in the accounting reference date, the current reporting period covers 17 months whereas the comparative period covers 12 months. Accordingly, the results for the period and certain balances included within these financial statements are not directly comparable with those reported for the previous period.

Movements in revenue, administrative expenses, operating profit and other profit and loss account balances may not be indicative of changes in underlying trading performance due to the extended reporting period. Similarly, movements in balance sheet balances should be considered in the context of the longer accounting period.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

Rental Income Receivable

Rental income receivable includes amounts due from a related undertaking in respect of rental recharges. The amount recognised at the reporting date is based on management estimates and allocations. Differences between estimated and actual amounts may result in adjustments in future periods.

Impairment of Tangible Fixed Assets

The impairment of tangible fixed assets is based on the director’s assessment of their recoverable amount. This assessment involves judgements and estimates and changes in the assumptions applied may affect the carrying value of the assets.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

1% on cost

Plant and machinery

-

25% on reducing balance

Computer equipment

-

33% on reducing balance

Tangible fixed assets are measured using the cost model and are stated at historical cost less accumulated

depreciation and impairment losses. The company does undertake periodic revaluations of its long leasehold property. Carrying amounts are reviewed annually for impairment and continued appropriateness of the values recognised in the financial statements.

Taxation

Taxation for the period 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 period 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.

Foreign currencies

The financial statements are presented in sterling, which is also the functional currency of the company. Transactions in currencies other than the functional currency of the company are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to profit and loss. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL (2024 - NIL).

4.	TANGIBLE FIXED ASSETS

Long

Plant and

Computer

leasehold

machinery

equipment

Totals

£

£

£

£

COST OR VALUATION

At 1 April 2024

4,150,000

66,313

36,377

4,252,690

Impairments

(500,000

)

-

-

(500,000

)

At 31 August 2025

3,650,000

66,313

36,377

3,752,690

DEPRECIATION

At 1 April 2024

75,000

66,313

36,377

177,690

Charge for period

35,417

-

-

35,417

At 31 August 2025

110,417

66,313

36,377

213,107

NET BOOK VALUE

At 31 August 2025

3,539,583

-

-

3,539,583

At 31 March 2024

4,075,000

-

-

4,075,000

Leasehold property includes the property subject to the sale and leaseback transaction disclosed in Note 8. The carrying value of the property subject to the finance lease at 31 August 2025 amounted to £1,150,000.

Cost or valuation at 31 August 2025 is represented by:

Long

Plant and

Computer

leasehold

machinery

equipment

Totals

£

£

£

£

Valuation in 2020

(850,000

)

-

-

(850,000

)

Valuation in 2025

(500,000

)

-

-

(500,000

)

Cost

5,000,000

66,313

36,377

5,102,690

3,650,000

66,313

36,377

3,752,690

During the period, the property was impaired by £500,000 following the Directors' assessment of its recoverable amount, taking into consideration available valuation evidence and prevailing market conditions. The assessment involves estimation uncertainty due to the judgement inherent in determining the recoverable amount of the property.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.3.24

£

£

Trade debtors

146,700

146,700

VAT

1,643

633

Prepayments and accrued income

17,750

17,750

166,093

165,083

Trade debtors includes £146,700 (2024: £146,700) owed by group undertakings.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.8.25

31.3.24

£

£

Bank loans and overdrafts

1,336,873

1,336,873

Finance leases

84,178

82,019

Trade creditors

3,480

-

Amounts owed to group undertakings

2,181,202

1,873,713

Founder loan - A K McGeorge

-

133,900

Founder loan - Jakaan Ltd

-

206,101

Accrued expenses

2,998

6,348

3,608,731

3,638,954

On 17th March 2017 the company completed a sale and leaseback transaction on the freehold located at 16-22 Lower Bridge Street, Chester, CH1 1RS. Sale proceeds of £1.65m have been treated as a finance lease repayable over the minimum lease term of 50 years. Interest on the lease is charged to the profit and loss account on an annual basis.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.8.25

31.3.24

£

£

Finance leases

1,384,681

1,447,339

Amounts falling due in more than five years:

Repayable by instalments

Finance leases

1,260,971

1,332,263

8.	SECURED DEBTS

The following secured debts are included within creditors:

31.8.25

31.3.24

£

£

Bank loans

1,336,873

1,336,873

On 21 December 2023, following a period of negotiation, the above facility was refinanced with a bridging loan facility provided by Charles Street Commercial Investments Limited. This is a joint facility with Oddfellows Chester Limited for a combined loan amounting to £4.072m. The company's share of this loan facility amounts to £1.337m. The loan was repayable by 21 December 2024, and interest is charged at 0.95% per month. It was renewed in December 2024 for a further 12 months. This loan is secured on the leasehold properties located at 16-22 Lower Bridge Street, Chester, CH1 1RS and also the property owned by Oddfellows Cheadle Limited. Personal guarantees amounting to £2m have also been provided by the Group's shareholders.

As part of this refinance, the shareholders introduced funds to the group totalling £800,000 and £153,228 of this company's loan balance prior to the refinance was waived by Promontoria Maple Designated Activity Company.

It was resolved that the bridging loans have been paid in full as at December 2025 by the shareholders to repay the existing debt.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for Qualified Opinion

The Company has recognised leasehold properties with a carrying value of £3,539,583 at 31 August 2025. We were unable to obtain sufficient appropriate audit evidence regarding the valuation of this property.

Whilst management provided information supporting the carrying value adopted in the financial statements, we were unable to obtain adequate independent evidence to satisfy ourselves as to the recoverable amount/fair value of the property at the balance sheet date.

Consequently, we were unable to determine whether any adjustments might have been necessary to the carrying value of the leasehold property, the revaluation reserve (if applicable), profit or loss, taxation and the related disclosures in the financial statements.

We conducted our audit in accordance with International Standards on Auditing (UK). Our responsibilities under those standards are further described in the Auditor's Responsibilities section of our report. We are independent of the Company in accordance with the ethical requirements relevant to our audit of the financial statements and we have fulfilled our other ethical responsibilities in accordance with those requirements. Except for the matter described above, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Christian Morris BSc ACA (Senior Statutory Auditor)

for and on behalf of TC Group

10.	ULTIMATE CONTROLLING PARTY

The directors consider the ultimate parent undertaking to be Oddfellows Holdings Limited, a company registered in England & Wales with the registered office address of Eccleston Hill House, Hill Road, Eccleston, Chester, Cheshire, CH4 9HG, which is the largest group of undertakings to prepare group accounts including the financial statements of the company.

The ultimate controlling parties are Mr D D McGeorge, a director of the company, A K McGeorge, represented on the Board and Mr B A Baldrey, a director of Mango River Limited, by virtue of their rights and responsibilities under the shareholders' agreement of Oddfellows Holdings Limited. Copies of the group accounts can be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.