FOR THE YEAR ENDED 31 OCTOBER 2025
TLH BIDCO LIMITED
COMPANY INFORMATION
TLH BIDCO LIMITED
CONTENTS
TLH BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present their strategic report for the 12 months ended 31 October 2025. The comparative period covers the 18 months ended 31 October 2024 and accordingly amounts are not directly comparable.
The Company's business is the management of its investment in its trading subsidiary, Torquay Leisure Hotels Limited. Accordingly it bears the costs of the management of that business, which it recharges to the Company.
The Group "Group" comprises Torquay Leisure Hotels Holdings Limited and its subsidiaries TLH Bidco Limited and Torquay Leisure Hotels Limited.
The directors monitor the performance of the Group of which the company is a part and the following review relates to the Group as a whole:
The Group's key performance indicator showed a loss of £1,000,769 before tax, for the year ended 31 October 2025 (2024 - £1,099,706 loss). As stated in last year's strategic report inflationary pressure on food and particularly utilities, coupled with interest rate rises had an impact in costs.
At Company level, a loss before taxation of £180,892 was recorded for the year ended 31 October 2025 (2024: profit of £423,297).
The Company successfully completed a re-finance process in July 2023.
The Group "Group" comprises Torquay Leisure Hotels Holdings Limited and its subsidiaries TLH Bidco Limited and Torquay Leisure Hotels Limited.
The directors monitor the performance of the Group of which the company is a part and the following review relates to the Group as a whole:
The Group's key performance indicator showed a loss of £1,000,769 before tax, for the year ended 31 October 2025 (2024 - £1,099,706 loss). As stated in last year's strategic report inflationary pressure on food and particularly utilities, coupled with interest rate rises had an impact in costs.
At Company level, a loss before taxation of £180,892 was recorded for the year ended 31 October 2025 (2024: profit of £423,297).
The Company successfully completed a re-finance process in July 2023.
The tourist industry sector in which the Group operates continues to evolve amidst rising competition and economic pressures; however, the Group remains confident in the strategic initiatives of its subsidiary, Torquay Leisure Hotels Limited (“TLH”). TLH is proactively enhancing the quality and diversity of its differentiating facilities to appeal to a broad spectrum of markets. Continuing operational restructuring and a focus on maximising hotel efficiency are expected to further strengthen resilience, enabling TLH to respond flexibly to external challenges. The Group recognises the agility and commitment to innovation of TLH’s management team, and that the directors have managed changing conditions with flexibility to maintain financial stability.
The most significant risk facing TLH is the potential for the summer season to fall short of budgeted levels. In addition, the current energy crisis, increasing wage costs and cost of living inflation are expected to continue to exert pressure on costs in the next year, to which TLH will continue to respond.
Cashflow is expected to remain tight, and TLH’s bank has demonstrated its support by providing an overdraft facility outside the summer months. The Group’s financial base, supported by ongoing bank facilities and extended investor commitments until July 2027, provides a reliable platform for continued stability. The directors remain optimistic about TLH’s prospects and believe that, with disciplined management and strategic adaptability, the business will navigate current economic pressures and continue to support long-term stakeholder value.
The most significant risk facing TLH is the potential for the summer season to fall short of budgeted levels. In addition, the current energy crisis, increasing wage costs and cost of living inflation are expected to continue to exert pressure on costs in the next year, to which TLH will continue to respond.
Cashflow is expected to remain tight, and TLH’s bank has demonstrated its support by providing an overdraft facility outside the summer months. The Group’s financial base, supported by ongoing bank facilities and extended investor commitments until July 2027, provides a reliable platform for continued stability. The directors remain optimistic about TLH’s prospects and believe that, with disciplined management and strategic adaptability, the business will navigate current economic pressures and continue to support long-term stakeholder value.
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TLH BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
TLH Bidco Limited (“the Company”) is a wholly owned subsidiary of Torquay Leisure Hotels Holdings Limited and in turn wholly owns Torquay Leisure Hotels Limited (“TLH”). The Company forms part of a wider group which is managed on a unified basis.
Despite challenging economic conditions, TLH has demonstrated resilience by maintaining strong occupancy levels and leveraging its unique entertainment offering and facilities, which differentiate it from competitors. These strengths have supported group volumes, particularly during the winter months when demand typically declines. TLH’s long-standing reputation and loyal customer base remain key drivers of ongoing performance and stability.
In the prior period, the Group was in breach of certain banking covenants. These breaches were subsequently waived by the Group’s bankers and the covenants were reset. During the current year, the Group has again breached certain covenant requirements, and the directors are actively engaging with the Group’s bankers to seek appropriate waivers or amendments.
The tourism sector continues to evolve amidst rising competition and economic pressures; however, the Company remains confident in the strategic initiatives being implemented within TLH. TLH continues to enhance the quality and diversity of its facilities to appeal to a broad range of markets. Ongoing operational restructuring and a focus on maximising hotel efficiency are expected to strengthen resilience, enabling TLH to respond flexibly to external challenges. The directors consider that TLH’s management team has demonstrated agility and innovation, maintaining financial stability in changing conditions.
The principal risk facing TLH remains the potential for the summer season to fall short of budgeted levels. In addition, uncertainty surrounding energy and food costs, increasing wage costs and wider cost of living pressures are expected to continue to impact the cost base over the next year. With the business stable, the private and family market will be a key focus over the next 12 months.
The Group’s bankers remain supportive, providing cashflow assistance throughout the year, with regular review meetings and detailed cashflow projections supporting the expectation that TLH will continue to operate within existing facilities for the foreseeable future. Investors have also confirmed their support, with loan repayments deferred until July 2027.
The directors acknowledge that, in an uncertain environment, there is a risk that future projections may not be achieved. This, combined with the Group’s level of gearing, represents a material uncertainty which may cast doubt on the ability of the Company to continue as a going concern.
The directors remain optimistic about the prospects of TLH and the wider Group. They believe that, with careful management and strategic adaptability, TLH will navigate current economic pressures and continue to build on its position in the local tourism market, supporting long-term value for stakeholders.
Despite challenging economic conditions, TLH has demonstrated resilience by maintaining strong occupancy levels and leveraging its unique entertainment offering and facilities, which differentiate it from competitors. These strengths have supported group volumes, particularly during the winter months when demand typically declines. TLH’s long-standing reputation and loyal customer base remain key drivers of ongoing performance and stability.
In the prior period, the Group was in breach of certain banking covenants. These breaches were subsequently waived by the Group’s bankers and the covenants were reset. During the current year, the Group has again breached certain covenant requirements, and the directors are actively engaging with the Group’s bankers to seek appropriate waivers or amendments.
The tourism sector continues to evolve amidst rising competition and economic pressures; however, the Company remains confident in the strategic initiatives being implemented within TLH. TLH continues to enhance the quality and diversity of its facilities to appeal to a broad range of markets. Ongoing operational restructuring and a focus on maximising hotel efficiency are expected to strengthen resilience, enabling TLH to respond flexibly to external challenges. The directors consider that TLH’s management team has demonstrated agility and innovation, maintaining financial stability in changing conditions.
The principal risk facing TLH remains the potential for the summer season to fall short of budgeted levels. In addition, uncertainty surrounding energy and food costs, increasing wage costs and wider cost of living pressures are expected to continue to impact the cost base over the next year. With the business stable, the private and family market will be a key focus over the next 12 months.
The Group’s bankers remain supportive, providing cashflow assistance throughout the year, with regular review meetings and detailed cashflow projections supporting the expectation that TLH will continue to operate within existing facilities for the foreseeable future. Investors have also confirmed their support, with loan repayments deferred until July 2027.
The directors acknowledge that, in an uncertain environment, there is a risk that future projections may not be achieved. This, combined with the Group’s level of gearing, represents a material uncertainty which may cast doubt on the ability of the Company to continue as a going concern.
The directors remain optimistic about the prospects of TLH and the wider Group. They believe that, with careful management and strategic adaptability, TLH will navigate current economic pressures and continue to build on its position in the local tourism market, supporting long-term value for stakeholders.
This report was approved by the board on 30 October 2026 and signed on its behalf.
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TLH BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present their report and the financial statements for the year ended 31 October 2025.
The loss for the year, after taxation, amounted to £296,773 (2024:profit £463,754).
The directors who served during the year were:
The company's long term finance is provided chiefly by bank loans. Day-to-day working capital requirements are met by an overdraft facility.
The company's bank facilities were renewed in July 2023. The directors secured a replacement facility following the completion of a full credit assessment by the bank. This facility provided sufficient funds for the group of which the company is a part to repay its CBILS loan and to reduce the balance owed on its loan notes.
The company's bank facilities were renewed in July 2023. The directors secured a replacement facility following the completion of a full credit assessment by the bank. This facility provided sufficient funds for the group of which the company is a part to repay its CBILS loan and to reduce the balance owed on its loan notes.
The company gives full consideration to applications for employment from disabled people where the requirements of the job can be adequately fulfilled by a disabled person. If an employee becomes disabled during employment, every effort is made to retain that employee's services.
Training and career development are available to all employees on the basis of individual ability and aptitude. Special training may be made available to disabled employees if there is an individual need.
Training and career development are available to all employees on the basis of individual ability and aptitude. Special training may be made available to disabled employees if there is an individual need.
We have maintained our commitment to the involvement of our employees throughout the business.Staff are kept well informed of the objectives and performance of the company through personal briefings and regular meetings.
Details of employee numbers and costs are given in note 6 and 7 to the financial statements.
Staff communication has been maintained through the pandemic via email with staff being kept up to date on a regular basis.
Details of employee numbers and costs are given in note 6 and 7 to the financial statements.
Staff communication has been maintained through the pandemic via email with staff being kept up to date on a regular basis.
There have been no significant events affecting the Company since the year end.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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TLH BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
This report was approved by the board on 30 October 2026 and signed on its behalf.
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TLH BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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TLH BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TLH BIDCO LIMITED
We have audited the financial statements of TLH Bidco Limited (the 'Company') for the year ended 31 October 2025, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, 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).
We draw attention to note 2.4 in the financial statements, which indicates that the company incurred a loss before tax of £180,892 for the year ended 31 October 2025 and had net assets of £778,799 at that date.
As described in Note 2.4, the Company is dependent on the continued support of its bankers and investors to maintain adequate liquidity. Whilst the directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of the financial statements and continue to receive support from the Group's bankers and investors, including investor loan repayments not commencing until July 2027, the Company remains reliant on continued external funding.
These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report
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TLH BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TLH BIDCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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TLH BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TLH BIDCO LIMITED (CONTINUED)
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 an Auditors' report 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the sector, control environment and the Company's performance;
• Results of our enquiries of management and the Directors, about their own identification and assessment of the risks of irregularities;
• Any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included, FRS102, UK Companies Act and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These included, data protection regulations, occupational health and safety regulations, and employment legislation.
Our procedures to respond to risks identified included the following:
Our procedures to respond to risks identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
• Enquiring of Directors and management concerning actual and potential litigation and claims;
• Performing procedures to confirm material compliance with the requirements of the above regulations;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• Reading minutes of director meetings; and in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
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TLH BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TLH BIDCO LIMITED (CONTINUED)
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' 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 an Auditors' report 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
Chartered Accountants
Statutory Auditors
Brook House
Winslade Park
Manor Drive
Exeter
EX5 1GD
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TLH BIDCO LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 OCTOBER 2025
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TLH BIDCO LIMITED
REGISTERED NUMBER:11459313
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2026 .
The notes on pages 12 to 20 form part of these financial statements.
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Derwent Hotel
Belgrave Road
Torquay
Devon
TQ2 5HS
The address of its registered office is:
Derwent Hotel
Belgrave Road
Torquay
Devon
TQ2 5HS
2.ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Torquay Leisure Hotels Holdings Limited as at 31 October 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The financial statements have been prepared on a going concern basis.
TLH Bidco Limited (the “Company”) is a wholly owned subsidiary of Torquay Leisure Hotels Holdings Limited and in turn wholly owns Torquay Leisure Hotels Limited (“TLH”). The Company forms part of a wider group which is managed on a unified basis.
For the year ended 31 October 2025, the Company recorded a loss before tax of £180,892 (2024: £432,297 profit). Operating profit for the year was £38,474 (2024: £16,301). At 31 October 2025, the Company had net assets of £778,799 (2024: net assets of £1,075,572).
The Company is dependent on the continued support of the Group’s banking partners and investors to maintain adequate liquidity and meet its obligations as they fall due. At the balance sheet date, the Company had net liabilities to external lenders and investors of £2,136,676 (2024: £2,136,676).
A refinance was actioned and completed in July 2023 for the wider Group, with the additional bank facility being used to reduce borrowing from the Group's investors.
In the prior period, the Group was in breach of certain banking covenants. These breaches were subsequently waived by the Group’s bankers and the covenants were reset. During the current year, the Group has again breached certain covenant requirements, and the directors are actively engaging with the Group’s bankers to seek appropriate waivers or amendments.
The Group's bankers continue to be supportive, providing cash flow assistance throughout the year, with regular review meetings being held and detailed cashflow projections prepared, providing credibility that the Company is expected to be able to continue to trade within existing facilities for the coming 12 months. The Group’s investors are also supportive and have agreed that repayment of their loans will not commence until July 2027.
The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate expected trading performance, anticipated working capital requirements, and the availability of committed financing facilities.
The directors have received confirmation from the parent undertaking of its intention to continue to provide financial support to the Company for the foreseeable future and for at least twelve months from the date of approval of these financial statements. However, the Company's ability to continue as a going concern remains dependent upon the continued availability of Group funding and the achievement of forecast trading and cash flow performance
Having considered the forecasts, available facilities and the availability of Group and external funding, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing these financial statements.
Nevertheless, the Company’s reliance on continued Group and external funding, which whilst intended is not guaranteed together with the inherent uncertainty in forecasting future trading performance and cash flows constitutes a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
TLH Bidco Limited (the “Company”) is a wholly owned subsidiary of Torquay Leisure Hotels Holdings Limited and in turn wholly owns Torquay Leisure Hotels Limited (“TLH”). The Company forms part of a wider group which is managed on a unified basis.
For the year ended 31 October 2025, the Company recorded a loss before tax of £180,892 (2024: £432,297 profit). Operating profit for the year was £38,474 (2024: £16,301). At 31 October 2025, the Company had net assets of £778,799 (2024: net assets of £1,075,572).
The Company is dependent on the continued support of the Group’s banking partners and investors to maintain adequate liquidity and meet its obligations as they fall due. At the balance sheet date, the Company had net liabilities to external lenders and investors of £2,136,676 (2024: £2,136,676).
A refinance was actioned and completed in July 2023 for the wider Group, with the additional bank facility being used to reduce borrowing from the Group's investors.
In the prior period, the Group was in breach of certain banking covenants. These breaches were subsequently waived by the Group’s bankers and the covenants were reset. During the current year, the Group has again breached certain covenant requirements, and the directors are actively engaging with the Group’s bankers to seek appropriate waivers or amendments.
The Group's bankers continue to be supportive, providing cash flow assistance throughout the year, with regular review meetings being held and detailed cashflow projections prepared, providing credibility that the Company is expected to be able to continue to trade within existing facilities for the coming 12 months. The Group’s investors are also supportive and have agreed that repayment of their loans will not commence until July 2027.
The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate expected trading performance, anticipated working capital requirements, and the availability of committed financing facilities.
The directors have received confirmation from the parent undertaking of its intention to continue to provide financial support to the Company for the foreseeable future and for at least twelve months from the date of approval of these financial statements. However, the Company's ability to continue as a going concern remains dependent upon the continued availability of Group funding and the achievement of forecast trading and cash flow performance
Having considered the forecasts, available facilities and the availability of Group and external funding, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing these financial statements.
Nevertheless, the Company’s reliance on continued Group and external funding, which whilst intended is not guaranteed together with the inherent uncertainty in forecasting future trading performance and cash flows constitutes a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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. The following are the critical judgements and estimates that the directors have made in the process of applying the Companies accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Impairment of investments in subsidiaries
The Company holds investments in subsidiary undertakings which are stated at cost less impairment. Management exercises judgement in assessing whether there are indicators that an investment may be impaired. This includes consideration of both external and internal sources of information, such as the financial performance and position of the subsidiary, market conditions, and any significant changes in the business environment in which the subsidiary operates.
Where such indicators exist, management determines the recoverable amount of the investment, which requires judgement in selecting the appropriate valuation basis, typically value in use or fair value less costs to sell.
Recoverability of intercompany debtors
The Company has significant balances due from group undertakings. The recoverability of these balances is dependent on the financial performance and position of the relevant group entities.
The directors exercise judgement in assessing whether there are indicators of impairment in respect of intercompany receivables. This assessment includes consideration of the trading performance, cash flow forecasts and funding arrangements of the debtor entities, as well as wider economic factors affecting the Group.
Where indicators of impairment exist, the directors estimate the recoverable amount of the intercompany balances. This requires the use of assumptions, including forecast future cash flows, expected trading performance and the ability of the debtor entities to generate sufficient funds to settle the balances. Changes in these assumptions could result in material adjustments to the carrying value of intercompany debtors within the next financial year.
The turnover and loss before tax are attributable to the provision of services in relation to the one principal activity of the Company and arose wholly within the UK.
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
11.TAXATION (CONTINUED)
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TLH BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
The Company’s immediate and ultimate parent undertaking is Torquay Leisure Hotels Holdings Limited, which is incorporated in England and Wales.
Torquay Leisure Hotels Holdings Limited prepares consolidated financial statements for the group.
Torquay Leisure Hotels Holdings Limited shares the same registered office as the Company, TLH Bidco Limited, as disclosed in note 1.
Torquay Leisure Hotels Holdings Limited prepares consolidated financial statements for the group.
Torquay Leisure Hotels Holdings Limited shares the same registered office as the Company, TLH Bidco Limited, as disclosed in note 1.
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