The directors present their annual report and financial statements for the year ended 31 December 2025.

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

The results for the year are set out on page 13.

No dividend was declared in respect of 2025, and the directors do not recommend payment of a final dividend.

Gross Bookings Volume: 2025 total vs 2024 total

Gross Bookings Volume 2025: B2C customers vs B2B customers

Gross Bookings Volume 2025: Direct suppliers vs Intermediary suppliers

Gross Bookings Volume 2025: Split by both - Customer type and Supplier type

Financial Performance

The following section presents HalalBooking’s FY2025 financial performance against FY2024, covering key booking metrics, revenue bridge, market and destination analysis, and supplier mix.

1. Core Booking Metrics

2. Distribution by Loyalty Tier of Unique Customers booked

3. Top Markets (% of GBV and % of Bookings)

4. Top Destinations (% of GBV and % of Bookings)

5. Booking Entity Split (% of GBV)

6. Distribution by Loyalty Tier (% of GBV)

7. Supplier Type Mix (% of GBV and % of Bookings)

Key Observations & Commentary

Strong growth in number of bookings: Total bookings increased 27.5% to 72,935 in 2025, outpacing room-nights growth (+18.4%), which suggests a higher share of shorter-stay bookings (average nights per booking declined from 3.7 to 3.6), which is the result of the company’s progress in its diversification strategy beyond beach resorts into city breaks. City breaks are shorter stays than beach resorts.

Broad geographic diversification: Customer countries expanded from 124 to 142 (+18) while Türkiye’s share of GBV as a destination declined from 67.8% to 62.7%, indicating continued diversification of the destination mix.

Growing Türkiye source market: As a booking source market, Türkiye grew from 21.8% to 24.9% of GBV, and the Turkish entity’s share of bookings increased from 19.8% to 23.5%, reflecting continued strength in the Turkish market.

Supplier network optimisation: Total number of active suppliers has decreased slightly from 634 to 590, while the number of properties booked increased by 28.8%, suggesting a more productive direct supplier network. Direct supplier share was 69% (vs. 72% in 2024) of the total GBV, with the intermediary supplier share being 31% (up from 28% in 2024).

Saudi Arabia growth: Saudi Arabia’s share of GBV grew both as a source market (1.8% to 2.5%) and as a destination (8.9% to 10.5%), making it the second-largest destination by GBV in 2025.

Pricing terminology

In hotel bookings there are 4 key customer-facing price concepts and 1 supplier-facing price concept.

4 customer-facing price concepts are:

• Rack Price: the final BAR Price for which the hotel plans to sell the last remaining room(s) on or closer to check-in date. Example: Rack Price $2,500 for a booking in January for a check-in in August

• BAR Price: the current price for which the hotel currently sells the available room(s) for the specific check-in date. Discounted from Rack Price due to EBD (Early Booking Discount). Example: BAR Price $1,250 = Rack $2,500 minus EBD 50%.

• Public Price: the discounted BAR Price in case there are current Public Promotions, i.e. discounts subject to specific conditions such as minimum length of stay, book by date, etc. If no Public Promotion applies - Public Price is the same as BAR Price. Public Price is the price the customer pays to Halalbooking if not signed-in as a loyalty member. Example: Public Price $1,000 = BAR $1,250 minus Public Promotion 20%.

• Member Price: the price the customer pays to Halalbooking if signed-in as a B2C or B2B loyalty member. Member Price is discounted from Public Price due to Member Discount, exclusive to Halalbooking members. Example: Member Price $920 = Public $1,000 minus Member discount 8%. There are 3 loyalty tiers for B2C members (Gold, Platinum, Diamond) and 3 tiers for B2B members (Classic, Select, Elite). This means that a booking, in addition to Public (by non-signed-in user), can be of 6 tiers, so 7 in total. Public bookings are classed as B2C.

The reported GBV total is Gross Bookings Volume by Public Price, not by Rack or BAR. GBV (Member), i.e. Gross Bookings Volume by Member Price, is reported too. No GBV totals are reported by Rack or BAR.

1 supplier-facing price concept is Net Price, the price Halalbooking pays to the supplier for the booking:

• For most suppliers, the Net Price is calculated by deducting the negotiated OTA Commission from the Gross Price, i.e. the Public Price. Example: Net Price $850 = Public Price $1,000 minus 15% OTA Commission.

• If the supplier agreed to fund any part of the Member discount, this lowers the Net Price. Example: supplier funds 4% (out of 8% Member discount) - Net Price $816 = Public Price $1,000 minus 4% Supplier-funded discount minus 15% OTA Commission.

• For remaining suppliers, the Net Price is provided as is, i.e. a non-commission net rate, meaning with such suppliers Halalbooking negotiates Net Price itself not OTA Commission.

The reported NSV (Net Supplier Volume), is the total of Net Prices of all bookings.

The Group’s global gross revenue, being commissions earned before discounts, provisions and other revenue, for 2025 was $16,156,662 (2024: $13,282,346).

The Group has bookings from 100+ countries globally. Since 2018 bookings from all countries, except from Turkiye, are paid into the UK company “HalalBooking Ltd”. Bookings from Turkiye are paid into the company’s wholly-owned subsidiary in Turkiye called “HalalBooking Turizm A.S.”. This is done due to specific requirements of the Turkish market. The group’s global revenue of $16,156,662 (2024: $13,282,346), being commissions earned before discounts, provisions and other revenue, is split between UK company $12,366,322 (2024: $10,664,861) and Turkiye subsidiary $3,790,340 (2024: $2,617,485).

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

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent 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 auditor of the company 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 auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

We have audited the financial statements of HalalBooking Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 December 2025 which comprise the Group Profit and Loss Account, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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 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 the parent company's affairs as at 31 December 2025 and of the group's 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 group and parent 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 group's and 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.

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 group and parent company and their 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 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; 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 group's and 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 parent 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 group's or the parent 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 group or the parent 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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:

Ÿ

• 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 noncompliance 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 parent 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 parent 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 parent company and the parent 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 groups and companies subject to the small companies regime.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,462,500 (2024 - £1,303,207 loss).

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

HalalBooking Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 124 City Road, London, United Kingdom, EC1V 2NX.

The group consists of HalalBooking Limited and all of its subsidiaries.

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.

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 consolidated group financial statements consist of the financial statements of the parent company HalalBooking Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The group made a loss for the year of £2,455,682 and has net current liabilities of £3,718,117, and net liabilities of £3,700,483.

Losses have been funded, and continue to be funded, by equity fundraisers, shareholder loans and corporate debt. 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 cash availability in the year. The Group secured new debt financing late in 2025 which will help support its spend in 2026.

Cashflow forecasts have been prepared by management through to the end of 2027 with key assumptions of moderate gross billing growth; continuation of the 2026 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 group and 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 and the provision for cancellations. 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 at cost and are subsequently measured at cost less accumulated amortisation and accumulated 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 recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group 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 group 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 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.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 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.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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 leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The Group recognises a provision for expected cancellations on bookings where the free cancellation period crosses the reporting date. The provision is estimated based on historical cancellation rates and patterns.

The estimation uncertainty arises from the assumption that historical trends will continue into the future. A reasonably possible change in the assumed cancellation rate could lead to a material adjustment to the provision and the reported turnover in the next financial year.

The directors have assessed the functional currency of the Group’s wholly-owned Turkish subsidiary, HalalBooking Turizm A.S., in accordance with FRS 102 Section 30.

The directors have concluded that the functional currency of the Turkish subsidiary is sterling (£), the same as that of the parent company. This judgement is based on the subsidiary operating as an extension of the UK parent with limited autonomy. Key factors supporting this assessment include:

• The Turkish entity’s activities are highly integrated with the UK parent.

• A significant proportion of its operations, decision-making, and cash flows are closely linked to and controlled by the UK head office.

• Bookings from the Turkish market are processed and accounted for in a manner that forms part of the Group’s overall GBP-denominated operations.
  

As a result, the financial statements of the Turkish subsidiary are remeasured into sterling using the temporal method, with exchange differences arising on monetary items recognised in profit or loss. Hyperinflation accounting under Section 31 of FRS 102 has not been applied because the functional currency is not that of a hyperinflationary economy.

This judgement has a significant effect on the amounts recognised in the consolidated financial statements, including the recognition of foreign exchange gains and losses and the non-application of hyperinflation restatement.

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

Details of the company's subsidiaries at 31 December 2025 are as follows:

Group

Included within other debtors are gross amounts of £204,750 (2024: £1,366,953) related to unpaid issued share capital.

Included within other debtors are loans receivable of £Nil (2024: £40,000) that are interest free with no fixed repayment date.

Included within other debtors is a related party loan receivable of £188,927 (2024: £152,026). All of the related party loans are interest free and are considered repayable on demand.

Company

The amounts owed by group undertakings of £1,433,232 is owed by 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.

Group

Included within other creditors are Director's loan accounts of £65,663 (2024: £147,468). The loans are interest free and repayable on demand.

Included within other creditors due within one year and other creditors due over one year are loans due to shareholders of £999,246 and £Nil respectively (2024: £442,699 and £706,234 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 £34,498 (2024: £82,811) and interest expenses of £76,733 (2024: £44,082).

Included within other creditors are loyalty cash point liabilities of £1,328,558 (2024: £1,114,846). The liability represents future discounts available to repeat customers that can be used, within a specified time period, against future bookings.

Included within other creditors is the cancellation provision against revenue recognised but not yet fulfilled. The cancellation provision takes into account the historic cancellation trends for commissions earned at booking date. The cancellation provision accounts for the net revenue payable to the Group, of which the gross amount and supplier proportion are included in trade debtors and trade creditors respectively. The total cancellation provision as at 31 Dec 2025 was £331,495 (2024: £260,292).

Company

The amounts owed to group undertakings of £nil (2024: £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.

Other borrowings comprise loans due to lenders of £2,146,392. The loan repayments are based on the group's booking profit and therefore the split between current and non-current liabilities is based on management's best estimates at the year end. Management estimate that £238,814 will be due within the next 12 months.

Capital repayments are made monthly with interest being accrued until all capital repayments have been made. Interest of £39,114 has been charged and accrued in the year using an effective interest rate of 11%.

The loan is secured by a personal guarantee by the ultimate controlling owner of EUR312,500, as well as a debenture over assets, including but not limited to, bank and cash amounts, intellectual property, tangible assets and receivables.

The Group and Company has its bank facilities with HSBC secured via a debenture including fixed charges over assets. Furthermore HSBC provides a guarantee in favour of EXPEDIA Inc for $500,000.

Summary of rights and obligation of each share class.

In light of the recent and ongoing conflict in the Middle East, the directors are monitoring the situation closely, however, the potential financial impact is currently uncertain and cannot be reliably estimated. The Group is well organised to deal with any financial impact.

Group

As at the balance sheet date, an amount of £65,663 (2024: £147,468) was payable to the group’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 £188,927 (2024: £152,026).

The company has received interest-free loans from shareholders. See note 10 for further details.

Company

The company has taken advantage of the exemptions under Section 33.1A of FRS102 to not disclose transactions and balances between wholly owned group companies.