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

The principal activity of the company continued to be that of an online travel agency.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

We have audited the financial statements of HalalBooking Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2024 and of its loss 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other matter

The financial statements for the year ended 31 December 2023 were not audited. Accordingly, we do not express an opinion on the comparative information presented for that period.

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 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Directors' Report has 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 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

As explained more fully in the Directors' Responsibilities Statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 auditor's 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.

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

HalalBooking Limited is a private company limited by shares incorporated in England and Wales. The registered office is 124 City Road, London, London, United Kingdom, EC1V 2NX.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company made a loss for the year of £1,303,207 and has net current liabilities of £1,508,829, and net liabilities of £582,784. Included within net current liabilities is an amount owed to the company's 100% owned subsidiary of £1,844,982. The company is ultimately in control of when and if these amounts are repaid. true

Losses have been funded by equity fundraisers and shareholder loans and continue to be. Operationally the business is run with marketing expenses as a discretionary spend out of headroom demonstrated by cashflow forecasts, and as such marketing expenses are limited by shareholder loans and equity fundraises in the year. This continues in 2025, and there have been significant new equity fundraisings as set out in note 11.

Cashflow forecasts have been prepared by management through to the end of 2026 with key assumptions of moderate gross billing growth; continuation of the 2025 pattern of a lower growth in salary costs, and an affordable spend on marketing plans based on cashflow headroom.

Based on an assessment of forecasts and cash flows at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, being at least the period of 12 months after the financial statements are approved. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised as a commission-based percentage of the total booking value, referred to as "OTA Commission" (Online Travel Agency) less B2C discounts/B2B commissions. The OTA commission rate ranges from 15% to 20%, in accordance with annual agreements established individually with each hotel. The level of B2C discounts and B2B commissions are controlled by management.

For information purposes only, the OTA commission earned, before discounts, is shown as Gross booking volume less Net supplier volume.

Turnover and discounts, provided by the entity as incentives to its customers, are recognised on booking date.

Provisions for cancellations are based on historic data and recognised at the balance sheet date. This provision recognises the free cancellation period between booking date and check in date that crosses reporting periods.

Turnover, within the financial statements, represents OTA commissions earned less B2C discounts/ B2B commissions, the provision for cancellations and other turnover. Turnover is referred to as "Net revenue" by management.

Management consider the company an agent for the purposes of revenue recognition due to its role as arranging the provision of hotel bookings.

Intangible assets are recognised on the capitalisation of expenditure incurred in the development of the website. The expenditure is directly attributable to creating, designing, and developing in a manner that will generate probable future economic benefits.

Costs are capitalised only when the project meets the criteria for recognition under FRS102: 1. Technically feasible; 2. Intention and ability to complete; 3. Generate probably future economic benefits; 4. Available technical, financial and other resources to complete; and 5. Reliably measured.

Intangible assets are carried at cost less accumulated amortisation and impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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.

Financial instruments are recognised in the company's balance sheet when the company 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Interest free loans from shareholders are assessed using effective interest rate. The discount, interest, is accounted for as capital contributions in accordance with section 11 of FRS102. The capital contribution reserve is unwound over the useful life of the loan.

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in foreign currencies are translated into the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date. Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were initially recorded are recognised in profit or loss in the period in which they arise.

The average monthly number of persons (including directors) employed by the company during the year was:

Included within other debtors are gross amounts of £1,366,953 (2023: £1,640,462) related to unpaid issued share capital.

Included within other debtors are loans receivable of £40,000 (2023: £50,000) that are interest free with no fixed repayment date.

Included within other debtors is a related party loan receivable of £152,026 (2023: £167,125). All of the related party loans are interest free and are considered repayable on demand.

Included within other creditors are Director's loan accounts of £68,963 (2023: £81,191). The loans are interest free and repayable on demand.

Included within other creditors are dividends payable of £12,124 (2023: £Nil).

Included within other creditors due within one year and other creditors due over one year are loans due to shareholders of £442,699 and £706,234 respectively (2023: £Nil and £Nil respectively). The loans are interest free and repayable as per the terms of the loan agreement. The loans have been accounted for at a market rate by applying an effective interest rate of 10%. Thus recognising capital contributions of £82,811 (2023: £46,514) and interest expenses of £44,082 (2023: £6,471).

Included within other creditors are loyalty cash point liabilities of £1,114,846 (2023: £989,055). The liability represents future discounts available to repeat customers that can be used, within a specified time period, against future bookings.

The amounts owed to group undertakings of £1,844,982 is owed to the 100% owned subsidiary of the company, HalalBooking Turizm Anonim Sirketi. All group costs are covered by the UK entity, including all engineering costs for the website and other expenses.

Summary of rights and obligation of each share class.

Subsequent to the year end, the company has cancelled 107,395 preference series A shares. At the year end the shares were unpaid and the balance due to the company was £805,462.

Subsequent to the year end, the company has bought back a total of 102,530 preference shares from existing shareholders at a range of £6 to £7.50 per share, for a total consideration of £702,147. These buybacks are considered a non-adjusting event and have not been reflected in the financial statements.

Furthermore, the company has also issued preference shares of 155,629 at a share price of £9 per share, for a total consideration of £1,400,661. These share issues are considered a non-adjusting event and have not been reflected in the financial statements.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Other debtors were deemed irrecoverable due to conditions present as at 31 December 2023. Any future recoveries will be recognised when received.

Certain rebates earned in 2023 were not recorded in the year in which they relate. These were identified and recognised when received, the profit or loss has been adjusted accordingly.

In 2023, a loan with shareholders converted into shares upon its term date. Interest was not accrued during the term and should have been converted at this point. The adjustment recognises the interest element of the loan now converted into capital.

The Company accepts flexible hotel bookings that can be cancelled after they are made. To account for expected cancellations of bookings not yet completed, the Company introduced a provision at year-end in 2024 and comparatives in 2023.

This provision is based on historical cancellation trends and adjusted for current booking patterns. It is recorded as a liability, with a corresponding reduction in revenue or adjustment to receivables. When cancellations or stays occur, the provision is updated, and any differences are recognised in profit or loss.

The company adopted an accounting policy of accruing for expenses in the period in which they relate. The 2023 comparatives were adjusted to reflect this change.

Until 2024, the Company did not record unredeemed loyalty points. From 2024, these points are recognised as a current liability. An adjustment was made to pre-2023 retained earnings for points issued before 2024, and 2023 revenue was reduced, where needed, for comparatives.

The liability is based on expected redemptions and the value of outstanding points, increasing current liabilities with corresponding impacts on equity and revenue.

Until 2024, the Company capitalised certain marketing and brand advertising costs (such as long-term campaigns and influencer fees). From 2024, these costs are expensed as incurred.

As part of the change, previously capitalised amounts and related amortisation were removed from the 2023 comparatives. This reduced intangible assets and increased marketing expenses in prior periods.

8. Fair valuation of shareholder loans

The company received shareholder loans which were not on market terms, being interest-free. An effective rate of interest has been applied and capital contribution recognised for the inclusion of market terms in the 2023 comparatives.

9. Convertible loans

The company converted loan liabilities into shares in 2023. The adjustment is to recognise the accrued interest that had not been accounted for since the loan issue date.

The company has taken advantage of the exemptions under Section 33.1A of FSR102 to not disclose transactions and balances between wholly owned group companies.

As at the balance sheet date, an amount of £68,963 (2023: £81,191) was payable to the company’s directors under the terms of their loan accounts.

The company has issued interest free loans to shareholders, which as at the year end has a net receivable balance of £152,026 (2023: £167,125).

The company has received interest free loans from shareholders. See note 8 for further details.