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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report and the audited financial statements of Hotel Co 51 UK Limited (the "company") for the year ended 31 December 2025.
Since 2020 the company has operated hotels in the UK under Marriott franchisee agreements. During 2025, the company operated 17 hotels. On 1 August 2025, the operations of 2 hotels have been transferred to seperate entities. The company continues the operation of 15 hotels.
The directors monitor the performance of the company using a range of financial key performance indicators (KPIs) to ensure the business remains financially sound and aligned with strategic objectives. The principal KPIs used during the year include:
∙Revenue Growth – the company achieved a year-on-year revenue of £100.9m (2024: £106.0m) reflecting decline of average daily rate (ADR) growth to £95.50 (2024: £96.49) and occupancy to 68.6% (2024: 67.9%)
∙Gross Profit Margin – remained stable at 95.4% (2024: 95.5%), indicating stable cost control and pricing strategy.
∙Operating Profit – operating profit for the year was £8.3m (2024: £8.3m), demonstrating operational efficiency.
∙Net Assets – the company’s net assets stood at £26.6m as at year-end (2024: £19.3m), underlining a stable balance sheet as a result of the increase in business operational activities.
These KPIs are reviewed on monthly basis by management to assess the company’s financial health, support decision-making, and guide long-term planning.
The directors have assessed the key risks and uncertainties affecting the company’s operations in the hotel and hospitality sector and continue to monitor their potential impact on performance and strategy. The principal risks identified for the year ended 31 December 2025 are as follows:
∙Economic Environment: The hospitality sector remains sensitive to changes in the wider economic climate. Inflationary pressures, fluctuations in interest rates, and cost-of-living concerns can impact discretionary consumer spending and booking volumes, particularly in the leisure and short-stay segments.
∙Post-Brexit Operational Challenges: The UK's departure from the European Union continues to present challenges, particularly in areas such as recruitment of hospitality staff, importation of goods and supplies, and changes in travel patterns. Increased administrative burdens and potential regulatory divergence may affect cost structures and cross-border partnerships.
∙Geopolitical Risk: Russia-Ukraine Conflict: The ongoing conflict between Russia and Ukraine has contributed to energy market volatility, inflationary pressures, and general economic uncertainty across Europe. While the company does not have direct exposure to the affected regions, the wider implications — such as increased utility costs and reduced international travel from some markets — may indirectly affect operations.
∙Staffing and Labour Costs: The hospitality industry continues to face significant challenges in recruiting and retaining skilled staff, exacerbated by Brexit and changing workforce expectations. the company remains focused on offering competitive pay, staff development programmes, and maintaining a positive working environment.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
∙Supply Chain Disruption: Continued disruptions in the global and domestic supply chain — including food and beverage suppliers, linen services, and equipment providers — may result in delays or increased costs. the company actively manages supplier relationships and explores local sourcing options to mitigate risk.
∙Customer Demand and Seasonality: Demand in the hotel sector is highly seasonal and subject to shifts in tourism trends, event calendars, and consumer behaviour. Any unexpected reduction in occupancy rates, average daily rates (ADR), or length of stay may affect financial performance.
∙Regulatory and Compliance Risk: the company is subject to a range of laws and regulations, including health and safety, licensing, environmental compliance, and data protection (GDPR). Non-compliance could result in financial penalties or reputational damage.
∙Cybersecurity and Data Protection: With an increased reliance on digital booking systems and guest data processing, the company faces ongoing risks related to cyber threats and data breaches. Investments in IT security, staff training, and compliance frameworks are regularly reviewed and updated.
The directors are confident that appropriate controls and contingency plans are in place to manage these risks. Regular risk reviews are conducted to assess the adequacy of existing mitigations and ensure the company remains resilient in a dynamic operating environment.
The company is committed to promoting the success of the company while taking into account the interests of its stakeholders. In accordance with Section 172 of the Companies Act 2006, this statement outlines how the directors have considered various factors in their decision-making process.
1. Shareholders:
∙The directors have focused on sustainable long-term growth to maximise shareholder value;
∙Monthly reviews of financial performance ensure alignment with shareholder interests.
2. Employees:
∙Regular communication channels are maintained to engage with employees and address their concerns;
∙Investment in training and development programs to enhance employee skills and well-being;
∙The yearly recurring "Housekeeping Appreciation Week" and "Employee Appreciation Week" has been celebrated, this aims to show the housekeeping staff as well as our own staff our appreciation for the work they do.
∙Staff Survey conducted every 6 months to receive feedback on staff morale and opinions.
3. Customers:
∙Customer feedback surveys are conducted and reviewed weekly to continuously improve services and meet customer needs.
∙Quality assurance programmes by Marriott ensure that customer expectations are consistently met.
4. Suppliers:
∙Transparent supplier selection process with emphasis on ethical sourcing and fair treatment;
∙Regular supplier reviews to maintain strong relationships and address any concerns.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Section 172 statement (continued)
5. Community and Environment:
∙Environmental impact assessments conducted to minimise the company's carbon footprint, for instance Moxy Southampton, Moxy Glasgow Merchant City, Moxy York and Moxy London Stratford have achieved LEED Platinum certification, Moxy Edinburgh Fountainbridge, Moxy Aberdeen Airport, Moxy Milton Keynes, Moxy Chester, Moxy Edinburgh Airport, Moxy Glasgow SEC, Moxy Birmingham NEC, Courtyard Glasgow SEC and AC Inverness have achieved LEED Gold certification.
∙Moxy London Excel has achieved BREEAM Very Good and Moxy London Heathrow has achieved BREEAM Excellent certifications.
∙Moxy Bristol has achieved BREEAM IN-USE Very Good.
∙All hotels have achieved Green Key Certification.
6. Risk Management:
∙Comprehensive risk management framework in place to identify and mitigate potential risks;
∙Regular board discussions to assess emerging risks and formulate mitigation strategies.
The company recognises the importance of balancing the interests of its stakeholders to ensure long-term success. The directors have made conscious efforts to consider the needs of various stakeholders in their decision-making process, maintaining a commitment to responsible and sustainable business practices.
Principal Decisions taken in the year On 1 August 2025, the operation of 2 hotels, Moxy London Stratford and Moxy Edinburgh Fountainbridge, have been transferred to newly incorporated entities of the group. The transfer has involved employees, assets, contracts and future obligation towards customers.
This report was approved by the board and signed on its behalf by:
W Androliakos Director Date: 10 July 2026
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements of the company for the year ended 31 December 2025.
A review of the business and its principal risks and uncertainties is set out in the Strategic Report on page 1 of these financial statements.
The profit for the year, after taxation, amounted to £7,281,491 (2024: £7,001,208).
The directors who served during the year, and up to the date of signing this report, were:
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors have prepared a going concern assessment up until 31 July 2027.
As at the end of the year the company had £30,054 (2024: £16,982) of cash, £26,624,543 (2024: £19,343,052) of net assets and generated profit of £7,281,491 (2024: £7,001,208).
The company manages its cash through a combination of current account and a deposit account. As at 31 December 2025 the company had deposited £34.0m (2024: £25.6m) of its cash with Interogo Holding AG (the ultimate parent) under the Lending and Borrowing Master agreement. Under this agreement, the company has the ability to choose whether to transfer cash to be held on deposit, and has the ability to withdraw the cash at its discretion when required to meet working capital needs.
The directors have considered the company’s current financial position, cash flow forecast, and future plans, and are satisfied that the company has adequate resources to continue in operational existence for the period to 31 July 2027. The directors have assessed the base case forecast which demonstrates that the company is cash generative throughout the going concern period. Furthermore, the directors have sensitised these forecasts by assuming a reduction in occupancy rates, average room rate, and a reduction to food and beverage spend, with only variable costs reduced. Under both scenarios the company is able to meet its liabilities as they fall due during the period to 31 July 2027.
As of 1 September 2025, Vastint Hospitality BV, the intermediate parent company, has initiated a sales process to sell its 100% holding in VHOS UK HOT 1 Ltd, together with its subsidiaries which includes the company. This proposed transaction encompasses both the property interests and the operational businesses of the 15 hotels of the company, and is structured as a single portfolio sale with no option to sell individual hotels separately. Despite the potential change in ownership, the hotels are contractually required to continue operating in their current capacity under existing franchise and lease agreements. On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting the transfer of business by the third quarter of 2026.
Given the proposed transaction and uncertainty over the post-sale group structure and future financing arrangements, the directors are unable to assess or control all of the scenarios for the company’s future and operations of the business. As such, this circumstance indicates the existence of a material uncertainty related to events or conditions that may cast doubt on the company’s ability to continue as a going concern.
Nevertheless, the directors conclude the going concern basis is appropriate for the financial statements. The financial statements do not reflect any adjustments that would be required to be made if they were prepared on a basis other than the going concern basis.
On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company's immediate parent, targeting the transfer of business by the third quarter of 2026.
A review of the company's engagement with employees is set out in the section 172 statement within the Strategic Report on page 2 of these financial statements.
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
This statement forms the company's energy and carbon report for the purposes of Part 7A of Schedule 7 to the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008.
In doing so it has taken account of the "Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting guidance" dated March 2019 published by HM Government.
Methodology
The calculations for this energy and carbon report align with the Greenhouse Gas Reporting Protocol. The GHG protocol defined three different scopes of carbon reporting. GHG Protocol Corporate Accounting and Reporting Standard https://ghgprotocol.org /corporate-standard.
Scope 1: Direct GHG emissions
Direct GHG emissions occur from sources owned or controlled by the company, such as emissions from combustion in boilers and vehicles.
Scope 2: Electricity indirect GHG emissions
Indirect emission from the generation of purchased electricity. The emissions physically occur at the facility where electricity is generated.
Scope 3: Other indirect GHG emissions
Optional reporting on all other emissions that are a consequence of the activities of the company but occur from sources not owned or controlled by the company.
For the 2025 reporting, scopes 1 and 2 are included in this report, which is in line with the SECR reporting requirements.
The company's primary activity during 2025 which gives rise to the reported energy consumption figures, involved the hotel business itself, with occupied room and restaurant services. Its main consumption of energy therefore arose from electricity, gas and district heating, used for the rooms and the public areas of each of the hotels that the company operated during the period.
At present, the company does not generally use or operate its own transport and therefore its energy consumption for the year is stated as zero. District cooling is present in one hotel, but is not being represented in this report since there have been no conversion factors.
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Streamlined Energy and Carbon Reporting (SECR) (continued)
As a general point, only electricity or fuel directly procured and paid for by the company has been included. There are instances where energy has been consumed by the company for its activities but it has been procured and paid by the owner of the building, as part of the provision of a wider service to the company. That consumption is not included in the figures below.
Energy consumption has generally been calculated based on consumption reports provided by the supplier of each utility.
Energy consumption has been converted to carbon emissions (tCO2e) using DEFRA published conversion factors for 2025.
The conversion factor for electricity is a location-based grid average, which is required by the "environmental reporting guidelines".
The conversion factor for electricity does not include the emissions associated with the transmission and distribution of electricity, which is usually reported as scope 3 emissions.
Given the primary activity of the company during 2025, we have selected the total number of sold rooms during the calendar year as the most appropriate basis for the intensity ratio required in this report.
Comparative figures have been given for the previous financial year.
Locations included
All Hotel Co 51's UK operated hotels are included in the scope of this report. For all of these properties, Hotel Co 51 is responsible for the operations and maintenance of the buildings.
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Streamlined Energy and Carbon Reporting (SECR) (continued)
Scope 1
Natural gas consumption 2024 - 2025
From activities for which the company own or control including combustion of fuel & operation of facilities.
In line with SECR requirements, gas-related emissions for the reporting period have been calculated using the UK Government's DEFRA 2025 GHG Conversion Factors (Gross CV basis). The emission factor for natural gas in 2025 was 0.18296 kg CO2 per kWh.
Total gas consumption emissions in 2025 amounted to 1,270 tons of CO2, compared to 1,464 tons of CO2 in 2024.
This represents a 13.2% decrease (2024: 0.9% decrease) in emissions year-on-year, primarily driven by the transfer of the operation of the 2 hotels during 2025 and a continuous focus on operational efficiency.
Continued efforts in energy efficiency measures and low-carbon alternatives will be key in further reducing emissions in future reporting periods.
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Streamlined Energy and Carbon Reporting (SECR) (continued)
Scope 2
Energy consumption purchased from the grid - renewable 2024 - 2025
The total emissions from electricity consumption in 2025, based on the UK location-based grid average conversion factor of 0.20705 kg CO2 per kWh (as published by DEFRA's 2025 UK Government GHG Conversion Factors for Company Reporting), amounted to 2,365 tons of CO2.
In 2025, total electricity-related emissions reflect 2,7% increase compared to 2,302 tons of CO2 in 2024.
This rise is driven by an increase in electricity consumption due to higher hotel occupancy rates.
Despite this increase, further energy efficiency measures or renewable energy sourcing could help mitigate future emission growth.
District heating consumption 2024 - 2025
As part of our SECR compliance, emissions from district heating consumption have been calculated using the DEFRA 2025 GHG Conversion Factor of 0.01853 kg CO2 per kWh.
Total emissions from district heating in 2025 amounted to 224 tons of CO2, compared to 250 tons of CO2 in 2024, reflecting a 10.4% decrease.
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Streamlined Energy and Carbon Reporting (SECR) (continued)
Scope 2 (continued)
This reduction is attributed to a decline in heating consumption, demonstrating improvements in energy efficiency and operational control. The reduction is also attributed to the transfer of the operation of one of the properties. Further initiatives will continue to focus on optimizing heating systems and exploring lower-carbon heating alternatives.
Scope 1 and 2 Emissions & Metrics
The CO2 emissions per sold room have shown a consistent downward trend over the past three years, reflecting ongoing efforts to enhance energy efficiency and sustainability across operations. In 2023, the emissions intensity was 4.82 kg CO2 per sold room, which decreased to 4.38 kg CO2 in 2024, and further dropped to 4.11 kg CO2 in 2025.
This 14.7% reduction over two years highlights the effectiveness of our energy management strategies, operational optimizations, and potential increases in renewable energy sourcing. Moving forward, we remain committed to further reducing emissions intensity through energy-efficient technologies, responsible energy procurement, and continued focus on sustainability initiatives.
Energy Efficiency Measures
Throughout the Hotel Co 51 properties, our primary use of energy comes through electricity, followed by gas. During 2025 we conducted the following to ensure that energy usage was as low as possible whilst increasing our occupancies throughout the hotels:
∙In Winter, the hotels are set to 23 degrees, and the hotels are set up in a way that each room can only be adjusted by a couple of degrees either side making this more environmentally friendly. Our housekeeping teams are instructed to turn off the heating system when the guest is outside to ensure that the heating system is not on constantly. During the winter period, if the room is too hot, by turning this off, the rooms cool down by using the ventilation and the outside temperature. Resulting in not using unnecessary energy.
∙In Summer, the opposite of the above happens. The room will be cooled by using the outside temperature for as long as possible with the fresh air supply. For those hotels with the 4-pipe system, the heating will be limited and for those with 2 pipes, the heating is completely shut off as with the cooling in the winter period. Housekeeping is instructed to turn off the system when the room is unoccupied or the guest is not in the room.
∙During lower occupancies periods, or where a hotel is particularly seasonal, we have a protocol of shutting down certain areas or blocks within the hotel and allocating other parts of the building to arriving guests. During this time, we can lower the volume of the AHUs of the unoccupied rooms.
∙Hotel Co 51 also shuts off the electrical components in the rooms such as the TVs power sockets, routers etc to ensure that no power is being wasted by such things being in standby mode.
∙During 2024, we also had one of our hotels closed from May to December due to construction works. This could affect the consumption figures somewhat due to no rooms being occupied but construction works ongoing.
∙Following an energy audit, we were also informed that we could increase the server room temperature from 18 degrees to 21 degrees which has resulted in further energy savings.
∙All our hotels have either gone through or are going through the Green Key certification process and as a result, we have multiple information relating to sustainability for our guests to be more green energy conscious.
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HOTEL CO 51 UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement of Streamlined Energy and Carbon Reporting (SECR) (continued)
Energy Efficiency Measures (continued)
∙Our maintenance technicians are trained to inspect the plant rooms and report any faults on BMS systems to ensure they are performing efficiently and effectively.
∙All the buildings in operation under Hotel Co 51 UK have an environmental certification according to internationally recognized certification systems (12 LEED certificates, being 4 of them PLATINUM, 6 GOLD, 1 EXCELLENT and 1 VERY GOOD).
∙Amongst other initiatives, the company also aims to purchase 100% electricity from renewable sources (i.e. electricity with so-called green certificate) where there is such a possibility on the market and the potential costs are not unreasonable.
On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company's immediate parent, targeting the transfer of business by the third quarter of 2026.
On 31 May 2026, the company exited the intercompany borrowing and lending arrangement, resulting in £28.7m being received as cash in bank.
This report was approved by the board and signed on its behalf by:
W Androliakos Director Date: 10 July 2026
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOTEL CO 51 UK LIMITED
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 2.3 Going Concern in the financial statements, which indicates that as of 1 September 2025, Vastint Hospitality BV, the parent company, has initiated a sales process to sell its 100% holding in VHOS UK HOT 1 Ltd, together with its subsidiaries which includes the company. Given the status of the proposed transaction and uncertainty over the post-sale group structure and future financing arrangements, the directors are unable to assess or control all of the scenarios for the company’s future and operations of the business. As stated in note 2.3, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in this respect.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOTEL CO 51 UK LIMITED (CONTINUED)
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOTEL CO 51 UK LIMITED (CONTINUED)
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOTEL CO 51 UK LIMITED (CONTINUED)
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.
for and on behalf of Ernst & Young LLP, Statutory Auditor
Leeds Date:
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the
The notes on pages 19 to 34 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Hotel Co 51 UK Limited ("the company") is a private company limited by shares, incorporated in England and Wales. Its registered number is 12561053, and its registered head office is located at 804-834 Bath Road, Hounslow, TW5 9UH.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The directors have prepared a going concern assessment up until 31 July 2027.
As at the end of the year the company had £30,054 (2024: £16,982) of cash, £26,624,543 (2024: £19,343,052) of net assets and generated profit of £7,281,491 (2024: £7,001,208).
The company manages its cash through a combination of current account and a deposit account. As at 31 December 2025 the company had deposited £34.0m (2024: £25.6m) of its cash with Interogo Holding AG (the ultimate parent) under the Lending and Borrowing Master agreement. Under this agreement, the company has the ability to choose whether to transfer cash to be held on deposit, and has the ability to withdraw the cash at its discretion when required to meet working capital needs.
The directors have considered the company’s current financial position, cash flow forecast, and
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
future plans, and are satisfied that the company has adequate resources to continue in operational existence for the period to 31 July 2027. The directors have assessed the base case forecast which demonstrates that the company is cash generative throughout the going concern period. Furthermore, the directors have sensitised these forecasts by assuming a reduction in occupancy rates, average room rate, and a reduction to food and beverage spend, with only variable costs reduced. Under both scenarios the company is able to meet its liabilities as they fall due during the period to 31 July 2027.
As of 1 September 2025, Vastint Hospitality BV, the intermediate parent company, has initiated a sales process to sell its 100% holding in VHOS UK HOT 1 Ltd, together with its subsidiaries which includes the company. This proposed transaction encompasses both the property interests and the operational businesses of the 15 hotels of the company, and is structured as a single portfolio sale with no option to sell individual hotels separately. Despite the potential change in ownership, the hotels are contractually required to continue operating in their current capacity under existing franchise and lease agreements. On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of its shareholding in the company, targeting the transfer of business by the third quarter of 2026.
Given the proposed transaction and uncertainty over the post-sale group structure and future financing arrangements, the directors are unable to assess or control all of the scenarios for the company’s future and operations of the business. As such, this circumstance indicates the existence of a material uncertainty related to events or conditions that may cast doubt on the company’s ability to continue as a going concern.
Nevertheless, the directors conclude the going concern basis is appropriate for the financial statements. The financial statements do not reflect any adjustments that would be required to be made if they were prepared on a basis other than the going concern basis.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. The following criteria must also be met before revenue is recognised:
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Interogo Holding Group falls under the scope of the OECD Pillar Two legislation, which is already enacted in Switzerland and is expected to be enacted in the near future in the jurisdictions where the Group operations. The company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the United Kingdom the jurisdiction in which the entity is incorporated and is effective from 1 January 2024. Under the legislation, the group is liable to pay a top-up tax in the UK for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. In addition, top-up taxes are payable locally where qualifying domestic minimum top-up taxes have been legislated and are in effect. The company and its investment profits arise within the UK tax jurisdiction and are taxed at 25% therefore no top-up tax is applicable. The company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The estimated useful lives range as follows:
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Derecognition of financial assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained. Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Tax on profit (continued)
There are no other factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Called up share capital
Share premium account
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company operates a defined contribution scheme for its employees. The pension charge for the year was £
On 1 May 2026, Vastint Hospitality BV signed an exclusivity agreement with a counterparty to sell 100% of
its shareholding in the company's immediate parent, targeting the transfer of business by the third quarter of 2026.
On 31 May 2026, the company exited the intercompany borrowing and lending arrangement, resulting in £28.7m being received as cash in bank.
The company's immediate parent undertaking is
The ultimate controlling party is
The smallest group into which the company was consolidated is headed by
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