| REGISTERED NUMBER: 10798692 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 31 December 2025 |
| for |
| Michels Ventures 2 Limited |
| REGISTERED NUMBER: 10798692 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements for the Year Ended 31 December 2025 |
| for |
| Michels Ventures 2 Limited |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Group Strategic Report | 1 |
| Report of the Directors | 3 |
| 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 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2025. |
| REVIEW OF BUSINESS |
| The principal activity of the Group during the year remained the ownership and operation of hotel and leisure businesses through its subsidiary undertakings, including The Abbey Hotel Golf & Country Club Limited and Lea Marston Hotel & Leisure Complex Limited. The consolidated financial statements also include the results of RSM Leisure Limited and its subsidiary undertakings. |
| Group turnover for the year ended 31 December 2025 was £11.19 million (2024: £11.47 million). Despite continued challenges within the hospitality sector, including inflationary pressures, increased labour costs, utility price volatility and elevated interest rates, the Group generated an operating profit of £4,168,803 (2024: £1,056,336). |
| The operating profit of £4,168,803 included the disposal of land which resulted in a profit on of £4,326,169 and after incurring roughly £940,000 in golf course remediation works as a result of the disposal of the land. |
| After the Group completed the disposal of the land the proceeds were put towards the repayment of borrowings, resulting in a significant reduction in long-term debt. Cash resources remained stable, with cash balances at the year end of £889,570 (2024: £876,649). |
| The Directors continue to monitor economic conditions and their impact on the hospitality sector. Particular attention is given to inflation, staffing costs, energy prices, financing costs and consumer spending trends. Based upon detailed cash flow forecasts and ongoing performance monitoring, the Directors are satisfied that the Group has adequate resources to continue operating for the foreseeable future and accordingly have prepared the financial statements on a going concern basis. |
| Key Performance Indicators |
| The Directors monitor a number of key performance indicators to evaluate the Group's performance and progress against its strategic objectives. Particular focus is placed on revenue generation, operating profitability, cash generation, liquidity and debt management. These measures provide an indication of trading performance, operational efficiency and the Group's ability to meet its financial obligations and invest in future development. |
| During the year, management continued to focus on cost control, operational efficiency and the optimisation of revenue opportunities across the Group's hotel, golf and leisure operations. In addition, the Directors closely monitored financing costs, cash flow forecasts and borrowings to support financial resilience and maintain appropriate liquidity levels. |
| The Directors believe that these measures provide an effective assessment of the Group's financial performance and position and will continue to monitor them closely in light of economic conditions, consumer demand and developments within the hospitality sector. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Group is exposed to a number of business risks, including inflationary pressures, labour shortages, |
| energy costs, interest rate movements and changes in consumer demand within the hospitality sector. |
| The directors monitor these risks regularly and take appropriate action to mitigate their potential impact |
| on the Group's operations and financial performance. |
| ON BEHALF OF THE BOARD: |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the Group is the ownership and operation of hotel, leisure and hospitality businesses through its subsidiary companies. There were no significant changes in the nature of these activities during the year. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| FUTURE DEVELOPMENTS |
| The Group will continue to focus on improving operational efficiency, enhancing customer experience and maximising revenue opportunities across its hotel, golf and leisure operations. Investment in facilities and service improvements will continue where commercially appropriate to strengthen long-term profitability and shareholder value. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTOR |
| Other changes in directors holding office are as follows: |
| EMPLOYMENT OF DISABLED PERSONS |
| The Group is committed to an active equal opportunities policy from recruitment and selection through training and development performance reviews and promotion to retirement. It is our policy to promote an environment free from discrimination, harassment and victimisation where everyone will receive equal treatment regardless of gender, colour, ethnic or national origin, disability, age, marital status, sexual orientation or religion. We are an organisation which uses everyone's talents and abilities and where diversity is valued, It is our policy that people with disabilities should have full and fair consideration for all vacancies. We actively retrain and adjust their environment where possible to allow them to maximise |
| their potential. |
| Employee involvement |
| We remain committed to employee involvement throughout the business Employees are kept well informed of the pertormance and strategy of the Group through briefings, regular meetings and email. |
| 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. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| 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 auditor, Baker Friend Audit Limited will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Michels Ventures 2 Limited |
| Opinion |
| We have audited the financial statements of Michels Ventures 2 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 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 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. |
| The Group and Company reported net current liabilities at 31 December 2025 principally due to the classification of certain borrowings as payable within one year.The directors have prepared detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements.The forecasts incorporate expected trading performance,working capital requirements, debt servicing obligations and available financing facilities. The directors have reviewed a number of sensitivity scenarios and remain satisfied that the Group and Company will continue to meet their obligations as they fall due.Accordingly the directors continue to adopt the going concern basis in preparing these financial statements. |
| 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. |
| Report of the Independent Auditors to the Members of |
| Michels Ventures 2 Limited |
| 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 pages three and 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. |
| We obtained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
| Our procedures included enquiries of management, review of board minutes, review of legal and professional costs and the testing of journal entries and other adjustments. We also assessed the risk of management override of controls and considered whether there were indicators of fraud. |
| Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements may not be detected, particularly where they result from fraud involving collusion, forgery, intentional omissions or misrepresentations. |
| 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. |
| Report of the Independent Auditors to the Members of |
| Michels Ventures 2 Limited |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| 1st Floor, 12 David Mews |
| Marylebone |
| London |
| W1U 6EG |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Consolidated Income Statement |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| TURNOVER | 3 | 11,187,393 | 11,468,355 |
| Cost of sales | 1,244,484 | 1,210,828 |
| GROSS PROFIT | 9,942,909 | 10,257,527 |
| Administrative expenses | 10,550,275 | 9,201,191 |
| (607,366 | ) | 1,056,336 |
| Other operating income | 4 | 4,776,169 | - |
| OPERATING PROFIT | 6 | 4,168,803 | 1,056,336 |
| Interest receivable and similar income | 9,505 | - |
| 4,178,308 | 1,056,336 |
| Interest payable and similar expenses | 7 | 805,905 | 1,059,644 |
| PROFIT/(LOSS) BEFORE TAXATION | 3,372,403 | (3,308 | ) |
| Tax on profit/(loss) | 8 | 968,556 | 344,066 |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| Profit/(loss) attributable to: |
| Owners of the parent | 2,403,847 | (347,374 | ) |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Consolidated Other Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| PROFIT/(LOSS) FOR THE YEAR | 2,403,847 | (347,374 | ) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2,403,847 |
(347,374 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | 2,403,847 | (347,374 | ) |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Consolidated Balance Sheet |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 | 562,414 | 883,793 |
| Tangible assets | 11 | 13,995,795 | 13,812,929 |
| Investments | 12 | - | - |
| 14,558,209 | 14,696,722 |
| CURRENT ASSETS |
| Stocks | 13 | 138,771 | 132,808 |
| Debtors | 14 | 669,314 | 404,022 |
| Cash at bank | 889,570 | 876,649 |
| 1,697,655 | 1,413,479 |
| CREDITORS |
| Amounts falling due within one year | 15 | 3,234,198 | 2,447,846 |
| NET CURRENT LIABILITIES | (1,536,543 | ) | (1,034,367 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
13,021,666 |
13,662,355 |
| CREDITORS |
| Amounts falling due after more than one year |
16 |
(13,741,729 |
) |
(16,818,041 |
) |
| PROVISIONS FOR LIABILITIES | 19 | (269,585 | ) | (237,809 | ) |
| NET LIABILITIES | (989,648 | ) | (3,393,495 | ) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 | 100 | 100 |
| Retained earnings | (989,748 | ) | (3,393,595 | ) |
| SHAREHOLDERS' FUNDS | (989,648 | ) | (3,393,495 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on 12 October 2026 and were signed on its behalf by: |
| Sir D M C Michels - Director |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Company Balance Sheet |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 14 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
16 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 20 |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| Company's loss for the financial year | (810,337 | ) | (1,069,231 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2024 | 100 | (3,046,221 | ) | (3,046,121 | ) |
| Changes in equity |
| Total comprehensive income | - | (347,374 | ) | (347,374 | ) |
| Balance at 31 December 2024 | 100 | (3,393,595 | ) | (3,393,495 | ) |
| Changes in equity |
| Total comprehensive income | - | 2,403,847 | 2,403,847 |
| Balance at 31 December 2025 | 100 | (989,748 | ) | (989,648 | ) |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2025 | ( |
) | ( |
) |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 164,332 | 1,147,916 |
| Interest paid | (805,905 | ) | (1,059,644 | ) |
| Tax paid | (974,360 | ) | (450,593 | ) |
| Net cash from operating activities | (1,615,933 | ) | (362,321 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (645,696 | ) | (245,487 | ) |
| Sale of tangible fixed assets | 4,346,654 | 196,716 |
| Interest received | 9,505 | - |
| Net cash from investing activities | 3,710,463 | (48,771 | ) |
| Cash flows from financing activities |
| Capital repayments in year | (2,488,938 | ) | (836,403 | ) |
| Finance Lease | (12,992 | ) | (17,800 | ) |
| Proceed from Loan | 420,321 | 338,336 |
| Net cash from financing activities | (2,081,609 | ) | (515,867 | ) |
| Increase/(decrease) in cash and cash equivalents | 12,921 | (926,959 | ) |
| Cash and cash equivalents at beginning of year |
2 |
876,649 |
1,803,608 |
| Cash and cash equivalents at end of year | 2 | 889,570 | 876,649 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2025 |
| 1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Profit/(loss) before taxation | 3,372,403 | (3,308 | ) |
| Depreciation charges | 763,724 | 735,377 |
| Profit on disposal of fixed assets | (4,326,169 | ) | - |
| Finance costs | 805,905 | 1,059,644 |
| Finance income | (9,505 | ) | - |
| 606,358 | 1,791,713 |
| Increase in stocks | (5,963 | ) | (71,450 | ) |
| (Increase)/decrease in trade and other debtors | (791,265 | ) | 170,905 |
| Increase/(decrease) in trade and other creditors | 355,202 | (743,252 | ) |
| Cash generated from operations | 164,332 | 1,147,916 |
| 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 | 889,570 | 876,649 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 876,649 | 1,803,608 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 876,649 | 12,921 | 889,570 |
| 876,649 | 12,921 | 889,570 |
| Debt |
| Debts falling due within 1 year | (928,738 | ) | 64,738 | (864,000 | ) |
| Debts falling due after 1 year | (9,478,202 | ) | 3,167,543 | (6,310,659 | ) |
| (10,406,940 | ) | 3,232,281 | (7,174,659 | ) |
| Total | (9,530,291 | ) | 3,245,202 | (6,285,089 | ) |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Michels Ventures 2 Limited is a |
| Registered number: |
| Registered office: |
| The principal activity of the Group is the ownership and operation of hotel, leisure and hospitality businesses through its subsidiary companies. There were no significant changes in the nature of these activities during the year. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are prepared in sterling, which is the functional currency of the entity. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Basis of consolidation |
| The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. |
| The financial statements are prepared in sterling, which is the functional currency of the entity. |
| Going concern |
| In preparing the financial statements, the directors are required to make an assessment of the ability of the group and the company to continue as a going concern. The directors have prepared a cash flow forecast for the group and company which covers 12 months period from the date of signing these financial statement. The directors have concluded that it remains appropriate to adopt a going concern basis of preparation in these financial statements. |
| Disclosure exemptions |
| The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: |
| (a) Disclosures in respect of each class of share capital have not been presented. |
| (b) No cash flow statement has been presented for the company. |
| (c) Disclosures in respect of financial instruments have not been presented. |
| (d) No disclosure has been given for the aggregate remuneration of key management personnel. |
| Consolidation |
| The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. |
| The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. |
| The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income. |
| 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 is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. |
| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. |
| Revenue from hotel operations is recognised when rooms are occupied and when food and beverages are sold. |
| Goodwill |
| Goodwill is amortised on a straight-line basis over its estimated useful economic life of 10 years. |
| The directors consider that a 10-year useful life is appropriate having regard to the long-term nature of the hospitality businesses acquired, the expected customer retention profile and the economic benefits expected to arise from the acquisitions. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Tangible fixed assets |
| Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. |
| Depreciation is charged so as to write off the cost of assets less residual value over their estimated |
| useful lives using the straight-line method as follows: |
| Fixtures and fittings 10%-33% per annum |
| Land is not depreciated. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Financial instruments |
| A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. |
| Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
| Debt instruments are subsequently measured at amortised cost. |
| Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. |
| Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
| Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship. |
| Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
| For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. |
| Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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. |
| 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. |
| Judgements and key sources of estimation uncertainty |
| In the application of the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| Estimated useful lives and residual values of fixed assets |
| Depreciation of tangible and intangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the Directors. Estimated useful lives and residual values are reviewed annually and will be revised as appropriate. |
| The Directors also paid a particular attention to the value of the fixed assets in the accounts and believe, based on their projections that there is no need for any impairment as of 31 December 2025 |
| Investments |
| Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. |
| Listed investments are measured at fair value with changes in fair value being recognised in profit or loss. |
| Interest payable |
| Interest payable is recognised in profit or loss in the year in which it is incurred. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | TURNOVER |
| Turnover arises from: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Hotel operations | 11,187,393 | 11,468,355 |
| The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom. |
| 4. | OTHER OPERATING INCOME |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Other Income | 450,000 | - |
| Profit on sale of tangible fixed assets | 4,326,169 | - |
| 4,776,169 | - |
| Other income represents a contribution of £450,000 received by The Abbey Hotel Golf & Country Club Limited from the purchaser of land towards golf course remediation and reinstatement works. The amount has been recognised within other operating income and is separate from the profit on disposal of the land. |
| 5. | EMPLOYEES AND DIRECTORS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Wages and salaries | 4,494,814 | 4,310,648 |
| Social security costs | 305,405 | 272,599 |
| Other pension costs | 67,198 | 62,455 |
| 4,867,417 | 4,645,702 |
| The average number of employees during the year was as follows: |
| 31.12.25 | 31.12.24 |
| Hotel and Leisure staff |
| The average number of employees by undertakings that were proportionately consolidated during the year was 427 (2024 - 421 ) . |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Director's remuneration | - | - |
| No remuneration, pension contributions, benefits in kind or other emoluments were paid to, or accrued for, the directors during the year ended 31 December 2025 (2024: £nil). No amounts were paid in respect of compensation for loss of office. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Depreciation - owned assets | 442,345 | 217,282 |
| Profit on disposal of fixed assets | (4,326,169 | ) | - |
| Goodwill amortisation | 321,379 | 321,379 |
| Auditors' remuneration | 50,000 | 50,000 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Bank interest | 91,231 | 92,850 |
| Bank loan interest | 714,674 | 966,794 |
| 805,905 | 1,059,644 |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Current tax: |
| UK corporation tax | 1,000,333 | 125,018 |
| Adjustments to prior year | - | 263,264 |
| Total current tax | 1,000,333 | 388,282 |
| Deferred tax | (31,777 | ) | (44,216 | ) |
| Tax on profit/(loss) | 968,556 | 344,066 |
| 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: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Profit/(loss) before tax | 3,372,403 | (3,308 | ) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
843,101 |
(827 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 112,201 | 87,231 |
| Capital allowances in excess of depreciation | (155 | ) | (3,403 | ) |
| Adjustments to tax charge in respect of previous periods | 13,409 | 261,065 |
| Total tax charge | 968,556 | 344,066 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 9. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Goodwill |
| £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 | 3,213,791 |
| AMORTISATION |
| At 1 January 2025 | 2,329,998 |
| Amortisation for year | 321,379 |
| At 31 December 2025 | 2,651,377 |
| NET BOOK VALUE |
| At 31 December 2025 | 562,414 |
| At 31 December 2024 | 883,793 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Freehold | and |
| property | fittings | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2025 | 13,423,954 | 13,908,434 | 27,332,388 |
| Additions | - | 645,696 | 645,696 |
| Disposals | (20,485 | ) | - | (20,485 | ) |
| At 31 December 2025 | 13,403,469 | 14,554,130 | 27,957,599 |
| DEPRECIATION |
| At 1 January 2025 | - | 13,519,459 | 13,519,459 |
| Charge for year | - | 442,345 | 442,345 |
| At 31 December 2025 | - | 13,961,804 | 13,961,804 |
| NET BOOK VALUE |
| At 31 December 2025 | 13,403,469 | 592,326 | 13,995,795 |
| At 31 December 2024 | 13,423,954 | 388,975 | 13,812,929 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Group |
| During the year, the Group completed the disposal of land owned by The Abbey Hotel Golf & Country Club Limited, comprising three golf holes and associated land forming part of the Abbey golf course. The disposed land had a carrying value of £20,485 and generated sale proceeds of approximately £4.35 million, resulting in a profit on disposal of £4,326,169, which has been recognised within other operating income in the consolidated income statement. |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
Name of subsidiary undertaking |
Registeredoffice |
Country of incorporation |
Class of shares held |
Percentage holding |
Principal activity |
The Abbey Hotel Golf & Country Club Limited |
71-75 Shelton Street, London, WC2H 9JQ |
England and Wales |
Ordinary shares |
100% |
Hotel, golf and leisure operations |
Lea Marston Hotel & Leisure Complex Limited |
71-75 Shelton Street, London, WC2H 9JQ |
England and Wales |
Ordinary shares |
100% |
Hotel and leisure operations |
RSM Leisure Limited |
71-75 Shelton Street, London, WC2H 9JQ |
England and Wales |
Ordinary shares |
100% |
Holding company |
| The Company holds 100% of the issued ordinary share capital and voting rights in each subsidiary undertaking shown above. The results and net assets of these entities have been consolidated in the financial statements in accordance with FRS 102. The directors have reviewed the carrying value of the investments and consider that no impairment is required at 31 December 2025 |
| 13. | STOCKS |
| Group |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Stocks | 138,771 | 132,808 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Trade debtors | 276,787 | 226,087 |
| Amounts owed by group undertakings | - | - |
| Amounts owed by participating interests | 100,000 | - | - | - |
| Other debtors | 131,144 | 25,171 |
| Corporation tax recoverable | - | 25,973 | - | 254,063 |
| Deferred tax asset | - | - | 93,252 | 70,444 |
| Prepayments | 161,383 | 126,791 |
| 669,314 | 404,022 |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 17) | 864,000 | 928,738 |
| Trade creditors | 341,114 | 249,451 |
| Social security and other taxes | 70,095 | 59,044 |
| VAT | 112,793 | 251,670 | - | - |
| Other creditors | 84,110 | 85,205 |
| Hire purchase agreements | - | 12,992 | - | - |
| Accruals and deferred income | 1,762,086 | 860,746 |
| 3,234,198 | 2,447,846 |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Bank loans (see note 17) | 6,310,659 | 9,478,202 |
| Amounts owed to group undertakings | - | - | 9,273,779 | 5,902,548 |
| Amounts owed to participating interests | 7,431,070 | 7,339,839 | 7,431,070 | 7,339,839 |
| 13,741,729 | 16,818,041 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 31.12.25 | 31.12.24 | 31.12.25 | 31.12.24 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 864,000 | 928,738 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 6,310,659 | 9,478,202 |
| Bank borrowings comprise a secured term loan provided by Metro Bank PLC with an original principal amount of £10.5 million. The facility was drawn on 5 April 2024 and has a contractual term of three years ending in April 2027. Interest is charged at a variable rate equal to Metro Bank PLC's Base Rate plus a margin of 3.05% per annum, subject to a minimum base rate of 0%. During the year, the effective interest rate ranged between 7.80% and 6.80% per annum, reflecting movements in the lender's base rate. |
| The loan is secured by fixed and floating charges over the assets and undertakings of the Group, together with legal charges over the freehold properties of The Abbey Hotel Golf & Country Club Limited and Lea Marston Hotel & Leisure Complex Limited. The facility also benefits from cross guarantees between the principal trading subsidiaries of the Group |
| During the year, the Group made capital repayments reducing total bank borrowings from £10,406,940 at 31 December 2024 to £7,174,659 at 31 December 2025. At the reporting date, £864,000 was repayable within one year and £6,310,659 was repayable after more than one year. Interest is charged in accordance with the terms of the facility agreement. The directors continue to monitor the Group's financing arrangements, covenant compliance and forecast cash flows and are satisfied that the Group has adequate resources to meet its obligations as they fall due. |
| 18. | SECURED DEBTS |
| The Group's bank borrowings are secured by fixed and floating charges over certain assets of the Group, including freehold properties. The security arrangements form part of the Group's borrowing facilities with Metro Bank PLC. |
| At 31 December 2025, secured borrowings amounted to £7,174,659 (2024: £10,406,940). |
| 19. | PROVISIONS FOR LIABILITIES |
| Group |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Deferred tax | 269,585 | 237,809 |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 19. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2025 | 237,809 |
| Charge to Income Statement during year | 31,776 |
| Balance at 31 December 2025 | 269,585 |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2025 | ( |
) |
| Credit to Income Statement during year | ( |
) |
| Balance at 31 December 2025 | ( |
) |
| The Company has a deferred tax asset of £93,252 (2024: £70,444) arising from timing differences expected to reverse in future periods. The directors are satisfied that the asset is recoverable and have therefore continued to recognise the balance at 31 December 2025. The deferred tax asset is included within debtors in the Company balance sheet. |
| 20. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.25 | 31.12.24 |
| value: | £ | £ |
| Ordinary | 1 | 100 | 100 |
| 21. | RELATED PARTY DISCLOSURES |
| During the year, the Group incurred management and support service charges of £234,583 (2024: £257,841) from Michels & Taylor (London) Limited, an associated undertaking, in respect of hotel management, operational support and related advisory services. At 31 December 2025, amounts due to the associated undertaking amounted to £200,000 (2024: £200,000). The balance is unsecured and repayable on demand. |
| At 31 December 2025, amounts owed to fellow group undertakings amounted to £6,841,295 (2024: £6,772,258). In addition, amounts receivable from other related parties within the Group amounted to £100,000 (2024: £nil). These balances arise through the normal financing and operational activities of the Group, are unsecured and are repayable in accordance with the terms agreed between the parties. |
| The Group also had an unsecured loan from a director amounting to £589,775 at 31 December 2025 (2024: £567,581). The loan is repayable in accordance with the terms agreed between the parties and has been made available to support the Group's working capital requirements. |
| The directors consider that all related party transactions and balances were undertaken in the ordinary course of business and on terms agreed between the respective parties. |
| Michels Ventures 2 Limited (Registered number: 10798692) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 22. | POST BALANCE SHEET EVENTS |
| There have been no material events occurring between 31 December 2025 and the date of approval of these financial statements requiring disclosure or adjustment. |
| 23. | ULTIMATE CONTROLLING PARTY |
| The immediate parent undertaking is London and Regional Group Property Holdings Ltd, a company incorporated and registered in England and Wales. |
| The ultimate parent undertaking is London and Regional Group Properties Ltd, a company incorporated in England and Wales. |
| London and Regional Group Property Holdings Ltd is the parent undertaking of the smallest group of undertakings for which consolidated financial statements are prepared and of which the company is a member. London and Regional Group Properties Ltd is the parent undertaking of the largest group of undertakings for which consolidated financial statements are prepared and of which the company is a member.. Copies of the consolidated financial statements of London and Regional Group Properties Ltd may be obtained from the company secretary at 8th Floor, South Block, 55 Baker Street, London, W1U 8EW. |
| The ultimate controlling parties are I.M. Livingstone and R.J. Livingstone through their ownership of London and Regional Group Properties Ltd. |