ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 07746921

DOMINUS UK HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

DOMINUS UK HOLDINGS LIMITED

COMPANY INFORMATION

Directors	S S Ahluwalia
	P S Ahluwalia
	J S Ahluwalia
	H S Ahluwalia
	A J Mangrola
	L A Saywack


Company secretary	Speafi Secretarial Limited


Registered number	07746921


Registered office	1 London Street
	Reading
	Berkshire
	RG1 4QW


Independent auditors	Nyman Libson Paul LLP
	Chartered Accountants & Statutory Auditors
	124 Finchley Road
	London
	NW3 5JS

DOMINUS UK HOLDINGS LIMITED

CONTENTS

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 9
Consolidated statement of comprehensive income	10
Consolidated statement of financial position	11 - 12
Company statement of financial position	13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16
Consolidated analysis of net debt	17
Notes to the financial statements	18 - 36

DOMINUS UK HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their annual report on the affairs of the group together with the financial statements and
auditor's report for the year ended 31 December 2024.

Introduction

Dominus UK Holdings Limited is the parent company of a group, which as at the balance sheet date consists of Dominus UK Holdings Limited and three wholly owned subsidiaries.

Business review

The Group's principal activity is that of providing management and personnel services to the wider Dominus group, which is involved in the operation of hotels and property development.

Principal risks and uncertainties

The principal risks and uncertainties affecting group are those that affect the wider group.
These are considered to relate to the fact that the wider group operates within a highly competitive market place, in an industry that is influenced by political and economic conditions such as recession, inflation, unemployment rates, national minimum wage levels and the availability of credit.
During the year, management have continued to monitor and improve processes, policies and systems to be competitive in the market.
Cyber and data security are risks as they could reduce the effectiveness of our systems or result in a loss of data which could in turn lead to substantial reputational damage and a loss of income for the business and its customers. The company has robust internal IT controls and partner with independent security experts to help maintain IT systems and manage cyber security risk.

Financial key performance indicators

Management have deployed relevant KPIs to evaluate the success of the wider group and the business activities engaged in.
Management monitors the performance of the company by reviewing KPIs on a regular basis.
Key performance indicators identified for the hospitality arm of the wider group are summarised below:
Rooms (i.e. Rooms Sold, Occupancy %, ADR, REVPAR)
Food and Beverage (i.e. Covers, Price/Volume Variance)
Profits (GOP / EBITDA)

This report was approved by the board on 19 September 2025 and signed on its behalf.

S S Ahluwalia

Director

Page 1

DOMINUS UK HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

S S Ahluwalia

P S Ahluwalia

J S Ahluwalia

H S Ahluwalia

A J Mangrola

L A Saywack

Principal activity

The company's principal activity is the management of property investments in the UK for its business partners, with diversified interests in hospitality, residential and commercial property.

Results and dividends

The profit for the year, after taxation, amounted to £301,929 (2023 - £258,892).

Future developments

The directors are confident that the wider group will continue to grow organically and through strategic development and acquistions.

Page 2

DOMINUS UK HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 19 September 2025 and signed on its behalf.

S S Ahluwalia

Director

Page 3

DOMINUS UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOMINUS UK HOLDINGS LIMITED

Opinion

We have audited the financial statements of Dominus UK Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 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 United Kingdom, including the Financial Reporting Council'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 or 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.

Page 4

DOMINUS UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOMINUS UK HOLDINGS LIMITED (CONTINUED)

Other information

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.

Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the group strategic report and the directors' report 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 directors' report.

We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement set out on page 2, 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 is 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.

Page 5

DOMINUS UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOMINUS UK HOLDINGS LIMITED (CONTINUED)

Page 6

DOMINUS UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOMINUS UK HOLDINGS LIMITED (CONTINUED)

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 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 Group 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 industry and specific sector, the control environment and business performance;

∙results of our enquiries of management about their own identification and assessment of the risks of irregularities;

∙matters identified from the review of company documentation in respect 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;

−internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

−matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of 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 UK legislation and regulations in relation to the operation and governance of the company, direct and indirect tax legislation and regulations for the construction of buildings.

In addition, we considered other laws and regulations that could have an effect on the company and result in the imposition of financial or other penalties and litigation. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance.

All matters in relation to non-compliance with laws and regulations and potential fraud risks were communicated to all members of the engagement team and we remained alert to any indications of non-compliance throughout the audit.

As a result of performing the above, we identified the susceptibility of assets to misappropriation as a potential risk of fraud.

Our procedures to respond to risks identified included the following:

Page 7

DOMINUS UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOMINUS UK HOLDINGS LIMITED (CONTINUED)

∙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;

∙enquiries with management concerning actual and potential litigation and claims;

∙assessing the appropriateness and where appropriate with third parties concerning actual and potential litigation and claims;

∙physical inspections of assets;

∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

∙examining minutes of meetings of those charged with governance and correspondence with HMRC and other third parties; and

∙in addressing the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

There are inherent limitations in the audit procedures described above even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. We did not identify any key audit matters relating to irregularities, including fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Other matters

The financial statements for Dominus UK Holdings Limited for the year ended 31 December 2023 were not audited and as such the compartive figures are unaudited.

Page 8

DOMINUS UK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DOMINUS UK HOLDINGS LIMITED (CONTINUED)

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 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.

Richard Paul (senior statutory auditor)

for and on behalf of

Nyman Libson Paul LLP

Chartered Accountants

Statutory Auditors

124 Finchley Road

London

NW3 5JS

25 September 2025

Page 9

DOMINUS UK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	11,926,412	11,018,641
Cost of sales		(1,697,575)	(1,375,916)
Gross profit		10,228,837	9,642,725
Administrative expenses		(9,760,619)	(9,195,057)
Operating profit	5	468,218	447,668
Interest receivable and similar income	8	658	-
Interest payable and similar expenses	9	(113)	-
Profit before tax		468,763	447,668
Tax on profit	10	(166,834)	(188,776)
Profit for the financial year		301,929	258,892

Profit for the year attributable to:
Owners of the parent company	(301,929)	(258,892)
	(301,929)	(258,892)

Total comprehensive income attributable to:

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 18 to 36 form part of these financial statements.

Page 10

DOMINUS UK HOLDINGS LIMITED

REGISTERED NUMBER: 07746921

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Fixed assets
Tangible assets			177,871		203,154
Fixed asset investments			1,625,735		626,000
			1,803,606		829,154
Current assets
Debtors: amounts falling due within one year	14	6,234,015		3,956,679
Bank and cash balances		465,533		297,234
		6,699,548		4,253,913
Creditors: amounts falling due within one year		(6,127,051)		(3,002,782)
Net current assets			572,497		1,251,131
Total assets less current liabilities			2,376,103		2,080,285
Provisions for liabilities
Deferred tax	18		(41,976)		(48,087)
Net assets			2,334,127		2,032,198

Capital and reserves
Called up share capital	150,000	150,000
Profit and loss account	2,184,127	1,882,198
	2,334,127	2,032,198

Page 11

DOMINUS UK HOLDINGS LIMITED

REGISTERED NUMBER: 07746921

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2025.

S S Ahluwalia

Director

The notes on pages 18 to 36 form part of these financial statements.

Page 12

DOMINUS UK HOLDINGS LIMITED

REGISTERED NUMBER: 07746921

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	2024	2024	2023	2023
Note	£	£	£	£

Fixed assets
Tangible assets	12		175,294		201,616
Investments	13		3		3
			175,297		201,619
Current assets
Debtors: amounts falling due within one year	14	7,312,923		3,584,198
Cash at bank and in hand	15	209,564		128,261
		7,522,487		3,712,459
Creditors: amounts falling due within one year		(5,821,005)		(2,250,957)
Net current assets			1,701,482		1,461,502
Total assets less current liabilities			1,876,779		1,663,121

Provisions for liabilities
Deferred taxation	18	(41,976)		(48,087)
			(41,976)		(48,087)
Net assets excluding pension asset			1,834,803		1,615,034
Net assets			1,834,803		1,615,034

Capital and reserves
Called up share capital		150,000		150,000
Profit and loss account brought forward	1,465,034		1,248,863
Profit for the year	219,769		216,171
Profit and loss account carried forward		1,684,803		1,465,034
		1,834,803		1,615,034

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 September 2025.

S S Ahluwalia

Director

The notes on pages 18 to 36 form part of these financial statements.

Page 13

DOMINUS UK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	150,000	1,623,306	1,773,306
Comprehensive income for the year
Profit for the year	-	258,892	258,892

At 1 January 2024	150,000	1,882,198	2,032,198
Comprehensive income for the year
Profit for the year	-	301,929	301,929
At 31 December 2024	150,000	2,184,127	2,334,127

The notes on pages 18 to 36 form part of these financial statements.

Page 14

DOMINUS UK HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	150,000	1,248,863	1,398,863
Comprehensive income for the year
Profit for the year	-	216,171	216,171

At 1 January 2024	150,000	1,465,034	1,615,034
Comprehensive income for the year
Profit for the year	-	219,769	219,769
At 31 December 2024	150,000	1,684,803	1,834,803

The notes on pages 18 to 36 form part of these financial statements.

Page 15

DOMINUS UK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	301,929	258,892
Adjustments for:
Amortisation of intangible assets	-	61,552
Depreciation of tangible assets	74,931	89,308
Interest paid	113	-
Interest received	(658)	-
Taxation charge	166,834	188,776
(Increase) in debtors	(2,254,447)	(2,243,109)
(Increase)/decrease in amounts owed by groups	(22,889)	363,900
Increase in creditors	3,106,657	247,449
Increase/(decrease)) in amounts owed to groups	-	(425,999)
Corporation tax (paid)	(155,333)	(163,393)
Net cash generated from operating activities	1,217,137	(1,622,624)

Cash flows from investing activities
Purchase of tangible fixed assets	(49,648)	(199,545)
Purchase of unlisted and other investments	(999,735)	-
Interest received	658	-
Net cash from investing activities	(1,048,725)	(199,545)
Cash flows from financing activities
Interest paid	(113)	-
Net cash used in financing activities	(113)	-
Net increase/(decrease) in cash and cash equivalents	168,299	(1,822,169)
Cash and cash equivalents at beginning of year	297,234	2,119,403
Cash and cash equivalents at the end of year	465,533	297,234

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	465,533	297,234
	465,533	297,234

The notes on pages 18 to 36 form part of these financial statements.

Page 16

DOMINUS UK HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	297,234	168,299	465,533
Debt due within 1 year	(500,000)	465,000	(35,000)
	(202,766)	633,299	430,533

The notes on pages 18 to 36 form part of these financial statements.

Page 17

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Dominus UK Holdings Limited is a private company limited by shares and registered in England and Wales. The address of its principal place of business is 14A Shouldham Street, Marylebone, London, W1H 5FJ.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2023.

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

Page 18

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue (continued)

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

The company provides management services for its business partners and revenue is recognised during the period in which the service has been provided and rights to income have been established.

2.4

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

years

2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Land and buildings leasehold	-	5 years straight line
Motor vehicles	-	25% reducing balance
Fixtures and fittings	-	33.3% reducing balance
Office equipment	-	33.3% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income and retained earnings.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.7

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.9

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” and Section 12 “Other Financial Instruments Issues” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 20

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a

Page 21

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Financial instruments (continued)

market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to or from related parties and investments in ordinary shares.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.10

Creditors

Short term creditors are measured at the transaction price.

Page 22

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.13

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.14

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 23

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.17

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The directors do not consider there to be any judgments in applying accounting policies and key sources of estimation uncertainty impacting the group.

Page 24

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Management services	10,396,871	9,632,738
Recharges	1,529,541	1,385,903
	11,926,412	11,018,641

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	11,926,412	11,018,641
	11,926,412	11,018,641

Other operating lease rentals

342,723

303,495

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

22,500

Page 25

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	6,430,820	5,865,735	4,442,885	4,579,235
Social security costs	779,308	700,952	579,853	590,094
Cost of defined contribution scheme	122,603	58,803	87,908	36,534
	7,332,731	6,625,490	5,110,646	5,205,863

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	116	99	45	40

8.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	658	-
		658	-

9.	Interest payable and similar expenses
		2024	2023
		£	£

	Other loan interest payable	113	-
		113	-

Page 26

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	172,945	158,899
	172,945	158,899

Total current tax	172,945	158,899

Deferred tax
Origination and reversal of timing differences	(6,111)	29,877
Total deferred tax	(6,111)	29,877


		166,834	188,776

Profit on ordinary activities before tax

468,763

447,668

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	117,191	111,917
Effects of:
Non-tax deductible amortisation of goodwill and impairment	-	15,388
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	58,301	69,442
Capital allowances for year in excess of depreciation	6,257	2,024
Other tax charge (relief) on exceptional items	(5,238)	-
Group relief	(1,514)	-
Marginal relief	(8,163)	(9,995)
Total tax charge for the year	166,834	188,776

Page 27

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

11.	Intangible assets
	Group

	Patents	Goodwill	Total
	£	£	£
Cost
At 1 January 2024	90,000	246,208	336,208
At 31 December 2024	90,000	246,208	336,208
Amortisation
At 1 January 2024	90,000	246,208	336,208
At 31 December 2024	90,000	246,208	336,208
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	-	-	-

Page 28

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Intangible assets (continued)

	Company

		Goodwill
		£
	Cost
	At 1 January 2024	246,208
	At 31 December 2024	246,208
	Amortisation
	At 1 January 2024	246,208
	At 31 December 2024	246,208
	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

Page 29

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets
	Group

	Land and buildings leasehold	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost
At 1 January 2024	30,838	144,295	153,419	247,126	575,678
Additions	-	-	374	49,274	49,648
At 31 December 2024	30,838	144,295	153,793	296,400	625,326
Depreciation
At 1 January 2024	30,838	36,074	126,717	178,895	372,524
Charge for the year on owned assets	-	27,055	9,025	38,851	74,931
At 31 December 2024	30,838	63,129	135,742	217,746	447,455
Net book value
At 31 December 2024	-	81,166	18,051	78,654	177,871
At 31 December 2023	-	108,221	26,702	68,231	203,154

Page 30

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Tangible fixed assets (continued)

	Company

	Short-term leasehold property	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	30,838	144,295	153,419	242,725	571,277
Additions	-	-	374	46,958	47,332
At 31 December 2024	30,838	144,295	153,793	289,683	618,609
Depreciation
At 1 January 2024	30,838	36,074	126,717	176,032	369,661
Charge for the year on owned assets	-	27,055	9,025	37,574	73,654
At 31 December 2024	30,838	63,129	135,742	213,606	443,315
Net book value
At 31 December 2024	-	81,166	18,051	76,077	175,294
At 31 December 2023	-	108,221	26,702	66,693	201,616

The net book value of land and buildings may be further analysed as follows:

Page 31

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Fixed asset investments
	Group

		Unlisted investments
		£
	Cost
	At 1 January 2024	626,000
	Additions	999,735
	At 31 December 2024	1,625,735

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	3
	At 31 December 2024	3

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Dominus Hospitality Management Limited	1 London Street, Reading, RG1 4QW	Ordinary	100%
Dominus Employees Limited	1 London Street, Reading, RG1 4QW	Ordinary	100%
Ahluwalia Family Office Limited	1 London Street, Reading, RG1 4QW	Ordinary	100%

Page 32

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Dominus Hospitality Management Limited	337,117	38,290
Dominus Employees Limited	175,264	42,296
Ahluwalia Family Office Limited	(13,055)	(6,056)

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	496,765	520,581	329,200	225,130
Amounts owed by group undertakings	236,069	213,180	1,961,178	226,150
Other debtors	1,881,712	198,954	1,526,626	108,954
Prepayments and accrued income	3,619,469	3,023,964	3,495,919	3,023,964
	6,234,015	3,956,679	7,312,923	3,584,198

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	465,533	297,234	209,564	128,261
	465,533	297,234	209,564	128,261

Page 33

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	130,193	424,846	115,560	215,194
Amounts owed to group undertakings	-	-	185,000	200,000
Corporation tax	176,511	158,899	149,459	142,992
Other taxation and social security	371,729	259,864	167,037	122,888
Other creditors	4,197,114	1,234,511	4,078,965	655,121
Accruals and deferred income	1,251,504	924,662	1,124,984	914,762
	6,127,051	3,002,782	5,821,005	2,250,957

17.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Financial assets
	Financial assets measured at amortised cost	3,080,079	1,229,949	4,026,568	688,495

	Financial liabilities
	Financial liabilities measured at amortised cost	(4,327,307)	(1,659,357)	(4,379,525)	(1,070,315)

	Financial assets measured at amortised cost comprise cash at bank, trade debtors, other debtors and amounts owed by group undertakings.
	Financial liabilities measured at amortised cost comprise trade creditors, other creditors and amounts owed to group undertakings.

Page 34

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(48,087)	(18,210)
Charged to profit or loss	6,111	(29,877)
At end of year	(41,976)	(48,087)

	Company

	2024	2023
	£	£

At beginning of year	(48,087)	(18,210)
Charged to profit or loss	6,111	(29,877)
At end of year	(41,976)	(48,087)

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

	Accelerated capital allowances	(41,976)	(48,087)	(41,976)	(48,087)
		(41,976)	(48,087)	(41,976)	(48,087)

19.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

150,000 (2023 - 150,000) Ordinary shares of £1.00 each	150,000	150,000

20.	Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £13,150 (2023: £9,390) were payable to the fund at the reporting date and are included in creditors.

Page 35

DOMINUS UK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Not later than 1 year	350,000	350,000	350,000	350,000
Later than 1 year and not later than 5 years	1,633,333	1,750,000	1,633,333	1,750,000
Later than 5 years	-	233,333	-	233,333
	1,983,333	2,333,333	1,983,333	2,333,333

22.

Related party transactions

The group has taken advantage of the exemption in FRS 102 from the requirement to disclose transactions with group companies on the grounds that the group company is a wholly owned subsidary.
During the year the group provided management services of £10,218,473 (2023: £9,635,237) to companies under common control. At the balance sheet date amounts due by these companies totalled £617,919 (2023: £504,520), included within trade and other debtors.
Included in other creditors are loans of £4,305,000 (2023: £630,000) due to companies under common control. The loans are interest free and repayable on demand.
Included in other debtors are loans of £321,966 (2023: £89,366) due to companies under common control. The loans are interest free and repayable on demand.
Included in other debtors are amounts due from directors of £222,163 (2023: £90,000).

Page 36