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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:





Sir D M C Michels - Director


12 October 2026

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
Sir D M C Michels held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

J C Bradshaw was appointed as a director after 31 December 2025 but prior to the date of this report.

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:





Sir D M C Michels - Director


12 October 2026

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.




Jeffrey A Baker (Senior Statutory Auditor)
for and on behalf of Baker Friend Audit Ltd
Statutory Auditor
1st Floor, 12 David Mews
Marylebone
London
W1U 6EG

12 October 2026

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

2,403,847

(347,374

)
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 11,740,447 11,740,447
11,740,447 11,740,447

CURRENT ASSETS
Debtors 14 6,659,989 7,092,587
Cash at bank 140,085 6,888
6,800,074 7,099,475
CREDITORS
Amounts falling due within one year 15 1,244,619 1,028,602
NET CURRENT ASSETS 5,555,455 6,070,873
TOTAL ASSETS LESS CURRENT
LIABILITIES

17,295,902

17,811,320

CREDITORS
Amounts falling due after more than one
year

16

23,015,508

22,720,589
NET LIABILITIES (5,719,606 ) (4,909,269 )

CAPITAL AND RESERVES
Called up share capital 20 100 100
Retained earnings (5,719,706 ) (4,909,369 )
SHAREHOLDERS' FUNDS (5,719,606 ) (4,909,269 )

Company's loss for the financial year (810,337 ) (1,069,231 )

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2026 and were signed on its behalf by:





Sir D M C Michels - Director


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 100 (3,840,138 ) (3,840,038 )

Changes in equity
Total comprehensive income - (1,069,231 ) (1,069,231 )
Balance at 31 December 2024 100 (4,909,369 ) (4,909,269 )

Changes in equity
Total comprehensive income - (810,337 ) (810,337 )
Balance at 31 December 2025 100 (5,719,706 ) (5,719,606 )

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number: 10798692

Registered office: 71-75 Shelton Street
Covent Garden
London
WC2H 9JQ

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
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.

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 427 421

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 11,740,447
NET BOOK VALUE
At 31 December 2025 11,740,447
At 31 December 2024 11,740,447



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 - - 6,566,737 6,566,737
Amounts owed by participating interests 100,000 - - -
Other debtors 131,144 25,171 - 201,343
Corporation tax recoverable - 25,973 - 254,063
Deferred tax asset - - 93,252 70,444
Prepayments 161,383 126,791 - -
669,314 404,022 6,659,989 7,092,587

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) 864,000 928,738 864,000 928,738
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 1,762,086 860,746 380,619 99,864
3,234,198 2,447,846 1,244,619 1,028,602

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 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 23,015,508 22,720,589

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 864,000 928,738 864,000 928,738
Amounts falling due between one and two years:
Bank loans - 1-2 years 6,310,659 9,478,202 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 (70,444 )
Credit to Income Statement during year (22,808 )
Balance at 31 December 2025 (93,252 )

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: £    £   
100 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.