REGISTERED NUMBER: 05100663 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 August 2025

for

HotelREZ Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr M N Lewis

Mr S K Gulhati

SECRETARY:

Mrs Y T Cobb

REGISTERED OFFICE:

Office 5

Newark Beacon, Beacon Hill Office Park

Cafferata Way

Newark

Nottinghamshire

NG24 2TN

REGISTERED NUMBER:

05100663 (England and Wales)

SENIOR STATUTORY AUDITOR:

Matthew Chadwick BA (Hons) FCA

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

BANKERS:

HSBC

2 Station Road

Hayes

Middlesex

UB3 4BY

The directors present their strategic report for the year ended 31 August 2025.

The Directors present their strategic report for the year ended 31 August 2025. The principal activity of the company in the year under review was that of a global hotel representation, distribution, technology and related support services to independent hotels and hotel groups operating internationally. Services are delivered through a scalable platform using a combination of proprietary systems and third party partnerships.

REVIEW OF BUSINESS

The Directors are pleased to report that in spite of global challenges facing the travel industry the Company has continued to grow its turnover which has helped fund the development of the Company's tech stack and has achieved strong financial results for the year to 31 August 2025.

Turnover in the year has increased to £13.0m, from £11.9m in the prior year. Gross profit for the year is £6.2M (2024: £6.0M)

Operating profit before tax stands at £1.7M (2024: £2.4m)

The Company's Net Assets at the year-end were £9.1M (2024: £8.1M)

Key aspects of our business offering are as follows:

Business Model

The Company operates a service led model focused on enabling customer access to demand channels and commercial support. Services are modular and commercially flexible, allowing customers to engage without asset ownership or long term franchise obligations.

Strategy

The Company operates under a defined strategic framework focused on sustainable development, operational scalability and platform enhancement. Strategic priorities include continued service development, disciplined investment in systems and people, and portfolio diversification.Strategy execution is phased and responsive to market conditions.

Performance Overview

During the period, the Company maintained a diversified international customer base and focused on operational stability and service delivery. Performance is monitored internally using management information appropriate to the scale and nature of the business. Detailed performance metrics are not disclosed in the statutory accounts.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the Company relate to market conditions, competitive pressures and reliance on third party partners and technology providers. These risks are managed through diversification, cost control and ongoing operational investment.

The Directors continually monitor the global travel market and its impact on turnover, gross profit and cash resources, which they consider all to be key performance indicators.

Outlook

The directors consider the Company to be appropriately positioned to continue its operations and pursue its strategy, with an emphasis on sustainable activity and long term value creation. The Company does not publish forward looking financial forecasts within statutory reporting.

Forward Looking Statements

This statement includes general commentary on strategy and outlook based on current expectations. Actual outcomes may differ due to external factors and market conditions.

ON BEHALF OF THE BOARD:

Mr M N Lewis - Director

14 May 2026

The directors present their report with the financial statements of the company for the year ended 31 August 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a global hotel representation company providing internet distribution, revenue, sales and marketing support to independent and small groups of hotels.

DIVIDENDS

The total dividends paid totalled £400,000 (2024: £700,000). £333,333 (2024: £583,333) was paid relating to Ordinary A shareholders and £66,667 (2024: £116,667) to Ordinary B shareholders.

No final dividend has been proposed.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report.

Mr M N Lewis

Mr S K Gulhati

FINANCIAL INSTRUMENTS

The company uses a variety of financial instruments that arise from its operations. The main purpose of these financial instruments are to provide working capital for the company's operations.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by Paragraph 1A of Schedule 7 to the large and medium sized Companies and Groups (Accounts & Reports) Regulations 2008, certain matters which are required to be disclosed in the Director's Report have been omitted as they are included in the Strategic Report. These matters include a fair review of the business and a description of the principal risks and uncertainties facing the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M N Lewis - Director

14 May 2026

Opinion

We have audited the financial statements of HotelREZ Limited (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 August 2025 and of its 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 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.

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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.

-

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people charged with governance.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

-

Substantive procedures performed in accordance with the ISAs (UK).

-

Challenging assumptions and judgments made by management in its significant accounting estimates.

-

Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals.

-

Assessing the extent of compliance with the relevant laws and regulations.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Chadwick BA (Hons) FCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

15 Newland

Lincoln

Lincolnshire

LN1 1XG

14 May 2026

TURNOVER

3

12,967,061

11,892,852

Cost of sales

6,708,270

5,877,914

GROSS PROFIT

6,258,791

6,014,938

Administrative expenses

4,484,104

3,613,106

OPERATING PROFIT

5

1,774,687

2,401,832

Interest receivable and similar income

164,314

211,496

PROFIT BEFORE TAXATION

1,939,001

2,613,328

Tax on profit

7

495,434

657,686

PROFIT FOR THE FINANCIAL YEAR

1,443,567

1,955,642

PROFIT FOR THE YEAR

1,443,567

1,955,642

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,443,567

1,955,642

FIXED ASSETS

Intangible assets

9

1,062,699

386,401

Tangible assets

10

52,465

52,698

1,115,164

439,099

CURRENT ASSETS

Debtors

11

6,616,326

5,664,524

Cash at bank

3,875,304

4,137,037

10,491,630

9,801,561

CREDITORS

Amounts falling due within one year

12

2,220,460

2,069,516

NET CURRENT ASSETS

8,271,170

7,732,045

TOTAL ASSETS LESS CURRENT LIABILITIES

9,386,334

8,171,144

PROVISIONS FOR LIABILITIES

13

262,064

90,441

NET ASSETS

9,124,270

8,080,703

CAPITAL AND RESERVES

Called up share capital

14

1,200

1,200

Capital redemption reserve

15

200

200

Retained earnings

15

9,122,870

8,079,303

SHAREHOLDERS' FUNDS

9,124,270

8,080,703

The financial statements were approved by the Board of Directors and authorised for issue on 14 May 2026 and were signed on its behalf by:

Mr M N Lewis - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 September 2023

1,200

6,823,661

200

6,825,061

Changes in equity

Dividends

-

(700,000

)

-

(700,000

)

Total comprehensive income

-

1,955,642

-

1,955,642

Balance at 31 August 2024

1,200

8,079,303

200

8,080,703

Changes in equity

Dividends

-

(400,000

)

-

(400,000

)

Total comprehensive income

-

1,443,567

-

1,443,567

Balance at 31 August 2025

1,200

9,122,870

200

9,124,270

Cash flows from operating activities

Cash generated from operations

1

1,514,799

1,872,631

Tax paid

(788,767

)

(1,197,241

)

Net cash from operating activities

726,032

675,390

Cash flows from investing activities

Purchase of intangible fixed assets

(993,915

)

(329,927

)

Purchase of tangible fixed assets

(10,344

)

(23,224

)

Interest received

164,314

211,496

Net cash from investing activities

(839,945

)

(141,655

)

Cash flows from financing activities

Amount introduced by directors

505,000

-

Amount withdrawn by directors

(252,820

)

(253,231

)

Equity dividends paid

(400,000

)

(700,000

)

Net cash from financing activities

(147,820

)

(953,231

)

Decrease in cash and cash equivalents

(261,733

)

(419,496

)

Cash and cash equivalents at beginning of year

2

4,137,037

4,556,533

Cash and cash equivalents at end of year

2

3,875,304

4,137,037

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

1,939,001

2,613,328

Depreciation charges

328,194

150,002

Finance income

(164,314

)

(211,496

)

2,102,881

2,551,834

Increase in trade and other debtors

(1,203,982

)

(940,039

)

Increase in trade and other creditors

615,900

260,836

Cash generated from operations

1,514,799

1,872,631

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 August 2025

31.8.25

1.9.24

£

£

Cash and cash equivalents

3,875,304

4,137,037

Year ended 31 August 2024

31.8.24

1.9.23

£

£

Cash and cash equivalents

4,137,037

4,556,533

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.9.24

Cash flow

At 31.8.25

£

£

£

Net cash

Cash at bank

4,137,037

(261,733

)

3,875,304

4,137,037

(261,733

)

3,875,304

Total

4,137,037

(261,733

)

3,875,304

1.	STATUTORY INFORMATION

HotelREZ Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents amounts receivable for services net of VAT and trade discounts.

Tangible assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

10% on cost

Intangible assets

Intangible assets are capitalised and amortised over their useful life of 5 years

Financial instruments

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 related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The company operates in a number of geographical markets. In accordance with paragraph 68 of Schedule 1A to the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008, an analysis of turnover by market would normally be given. However, in the opinion of the directors, such disclosure would be seriously prejudicial to the interests of the company. Accordingly, this information has not been disclosed.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,219,103

1,879,986

Social security costs

241,414

209,923

Other pension costs

151,856

181,036

2,612,373

2,270,945

The average number of employees during the year was as follows:

2025

2024

42

30

2025

2024

£

£

Directors' remuneration

406,500

426,576

Directors' pension contributions to money purchase schemes

10,000

33,979

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

331,500

351,576

Pension contributions to money purchase schemes

10,000

33,979

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Depreciation - owned assets

10,577

10,018

Goodwill amortisation

-

12,398

Computer software & development costs amortisation

317,617

127,587

Exchange rate variances

2,158

20,171

6.	AUDITORS' REMUNERATION

2025

2024

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

20,865

19,500

Auditors' remuneration for non audit work

30,106

62,395

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

323,811

614,619

Deferred tax

171,623

43,067

Tax on profit

495,434

657,686

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

1,939,001

2,613,328

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

484,750

653,332

Effects of:

Expenses not deductible for tax purposes

10,684

1,256

Capital allowances in excess of depreciation

(171,623

)

(39,969

)

Deferred tax charge

171,623

43,067

Total tax charge

495,434

657,686

8.

DIVIDENDS

2025

2024

£

£

Ordinary A shares shares of £1 each

Interim

333,333

583,333

Ordinary B shares shares of £1 each

Interim

66,667

116,667

400,000

700,000

9.	INTANGIBLE FIXED ASSETS

Computer

software

& development

Goodwill

costs

Totals

£

£

£

COST

At 1 September 2024

82,653

2,219,310

2,301,963

Additions

-

993,915

993,915

At 31 August 2025

82,653

3,213,225

3,295,878

AMORTISATION

At 1 September 2024

82,653

1,832,909

1,915,562

Amortisation for year

-

317,617

317,617

At 31 August 2025

82,653

2,150,526

2,233,179

NET BOOK VALUE

At 31 August 2025

-

1,062,699

1,062,699

At 31 August 2024

-

386,401

386,401

10.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 September 2024

173,418

Additions

10,344

At 31 August 2025

183,762

DEPRECIATION

At 1 September 2024

120,720

Charge for year

10,577

At 31 August 2025

131,297

NET BOOK VALUE

At 31 August 2025

52,465

At 31 August 2024

52,698

11.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

1,621,696

1,354,474

Other debtors

2,021,061

1,069,023

Loans and advances

51,423

61,812

Directors' current accounts

1,051

-

Prepayments and accrued income

240,985

293,874

3,936,216

2,779,183