Company Registration No. 08280495 (England and Wales)
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
B Dawson
G J Moundas
Company number
08280495
Registered office
Riverbank House
2 Swan Lane
London
United Kingdom
EC4R 3TT
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 24
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Fair review of the business

Revenue has grown from £15,536k in 2024 to £16,231k in 2025, mainly driven by improving average daily rates in hotels under management, which has generated increased fees.

Administrative expenses have increased due to the inflationary environment being experienced in the wider economy, in addition to specific bad debt provisions being made at the end of 2025.

An overall profit before tax has been made for the year of £504k as a result of a £741k dividend (note 8) from Interstate Bahama’s BC.

The Company is well placed to take advantage of new deals coming to the market and has s steady stream of potential opportunities for 2026 and onwards.

Principal risks and uncertainties

The Board of Directors are responsible for setting the Company's risk appetite and ensuring that it has an appropriate and effective risk management framework and monitors the ongoing process for identifying, evaluating, managing and reporting significant risks faced. To facilitate this, the company maintains a risk framework, through which key risks affecting its operations are identified, assessed and monitored.

The key risks can be summarised under the following categories:

Liquidity risk

The Company is financed by a mixture of shareholders funds and inter-group borrowings. Forward-looking cash flow projections are prepared on a regular basis to assess the funding requirements of the business.

Foreign currency risk

The Company has a mixture of debtors and creditors relating to transactions with fellow members of the Aimbridge Group who's functional currency is not pounds sterling. As a result, the Company's results are sensitive to fluctuations in foreign currency rates. In order to mitigate the risks associated with foreign currency fluctuations, the Company and wider group look to settle foreign currency balances as soon as cash flows allow to avoid significant foreign exchange exposure.

Credit risk

The Company is exposed to credit-related losses in the event that customers are unable to pay their fees as they fall due. In the current climate, this is an area of greater than usual risk. However, the risk is minimised in many cases by the fact that the business provides its customers with accounting services, allowing it to identify cash flow issues early and work with customers to manage any issues arising.

Compliance risk

The Company is exposed to regulatory risk from potential failure to comply with the relevant laws and regulations. To mitigate this, the Directors have put in place a framework for carrying out periodic inspections to ensure that requirements are being met and to continuously review areas for improvements.

Operational risk

The Company has identified the key operational risks to which it is exposed, principally the protection of customer information, change of management & suppliers, facilities & IT resilience and compliance with regulations. An appropriate control framework has been deployed to manage and mitigate these key operational risks.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The company’s key financial indicators for the year are summarised in the table below:

| 2025 | 2024
| £'000 | £'000
Turnover | 16,231 | 15,536
Operating (loss) | 2,07 | 2,542 | -18.5%
Shareholder funds | 18,610 | 18,003 | 3.4%
| (282) 58,442 | (791) 59,788

Future developments

The company continues to pursue viable opportunities for new hotel management contracts. During 2026, the company plan to incorporate new entities in the Middle East to take advantage of opportunities becoming available, however the expansion into this area is currently paused due to the ongoing conflict in Iran.

On behalf of the board

B Dawson
Director
6 August 2026
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of the company continued to be that of hotel management.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £1,850,000. The directors do not recommend payment of a further dividend.

Directors

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

B Dawson
G J Moundas
Matters addressed in the strategic report

The company has chosen in accordance with section 414C(11) Companies Act 2006, to set out the company's strategic report information required by Schedule 7 of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of business review, principal risks and uncertainties, key performance indicators and future developments.

Auditor

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

Statement of directors' responsibilities

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

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

- 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 of disclosure to auditor

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

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
B Dawson
Director
6 August 2026
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 5 -
Opinion

We have audited the financial statements of Interstate United Kingdom Management Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, balance sheet, statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including F inancial R eporting S tandard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 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 Auditor 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 other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 strategic report and the directors' r eport 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.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

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

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the s tatement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

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

Extent to which 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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

- UK Generally Accepted Accounting Practice;

- Companies Act 2006;

- Corporation Tax legislation;

- VAT legislation.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.

We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

- Management override of controls,

- Revenue recognition.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

- Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

- Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;

- Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

- Performing audit procedures over revenue accuracy, completeness and cut-off to ensure that sales have been accurately recorded;

- Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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.

Allyson Banford (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
6 August 2026
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
16,231,146
15,536,045
Administrative expenses
(16,965,087)
(16,228,008)
Other operating income
452,316
551,044
Exceptional items
4
-
0
(649,948)
Operating loss
5
(281,625)
(790,867)
Interest receivable and similar income
8
847,512
197,537
Interest payable and similar expenses
9
(61,716)
(374,846)
Amounts written off investments
10
-
(1,436,976)
Profit/(loss) before taxation
504,171
(2,405,152)
Tax on profit/(loss)
11
(246)
-
0
Profit/(loss) and total comprehensive income/(expenditure) for the financial year
503,925
(2,405,152)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
14
1,632,802
2,909,202
Tangible assets
15
114,871
160,862
Investments
16
54,097,482
53,056,562
55,845,155
56,126,626
Current assets
Debtors
18
4,555,273
7,581,941
Cash at bank and in hand
2,549,296
1,966,680
7,104,569
9,548,621
Creditors: amounts falling due within one year
19
(4,507,793)
(5,887,241)
Net current assets
2,596,776
3,661,380
Net assets
58,441,931
59,788,006
Capital and reserves
Called up share capital
24
7,288,076
7,288,076
Share premium account
25
49,729,198
59,729,198
Profit and loss reserves
26
1,424,657
(7,229,268)
Total equity
58,441,931
59,788,006
The financial statements were approved by the board of directors and authorised for issue on 6 August 2026 and are signed on its behalf by:
B Dawson
Director
Company Registration No. 08280495
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
7,288,076
59,729,198
(4,824,116)
62,193,158
Year ended 31 December 2024:
Loss and total comprehensive expenditure for the year
26
-
-
(2,405,152)
(2,405,152)
Balance at 31 December 2024
7,288,076
59,729,198
(7,229,268)
59,788,006
Year ended 31 December 2025:
Profit and total comprehensive income for the year
26
-
-
503,925
503,925
Dividends
12
-
-
(1,850,000)
(1,850,000)
Reduction of share premium
25
-
0
(10,000,000)
10,000,000
-
0
Balance at 31 December 2025
7,288,076
49,729,198
1,424,657
58,441,931
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Interstate United Kingdom Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is Riverbank House, 2 Swan Lane, London, United Kingdom, EC4R 3TT.

1.1
Accounting convention

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 a mounts 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues; and

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Interstate United Kingdom Management Limited is a wholly owned subsidiary of Interstate UK Holdco Limited and the results of Interstate United Kingdom Management Limited are included in the consolidated financial statements of Interstate UK Holdco Limited which are available from Companies House.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future true.

In making this assessment, the directors have considered trading projections prepared which cover at least 12 months from the date of approval of these financial statements. The directors are satisfied that it remains appropriate for the company to prepare its financial statements on a going concern basis and the company has adequate financial resources to meet its liabilities as they fall due for at least the next 12 months.

1.3
Turnover

Turnover, in the form of management fees, is measured at the fair value of the consideration received or receivable under the terms of the relevant management contract, excluding discounts, rebates, value added tax and any other sales taxes.

All other income is recognised at the point when the company has a contractual or constructive legal right to receive income, where receipt of such amounts are reasonably certain and their amounts can be reliably measured or estimated. These amounts are measured net of any value added tax that might attach to them.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business 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 of assets less their residual values over their useful lives on the following bases:

Software
33.3% straight line
Key money
Life of contract
1.5
Tangible fixed assets

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

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

Fixtures and fittings
20% straight line
Computers
33.3% straight line

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

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

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

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include s cash at bank and in hand.

1.9
Financial instruments

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

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

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

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
Basic financial assets

Basic financial assets, which include certain 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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 the statement of comprehensive income.

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 the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including trade creditors, other creditors and loans from fellow group companies, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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

1.11
Taxation

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

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 statement of comprehensive income, 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 when the company has 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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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

1.13
Retirement benefits

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

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease.

1.15
Foreign exchange

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 the statement of comprehensive income.

1.16

Exceptional costs

Exceptional items comprise costs which the directors consider material (either by their nature or amount) to the statement of comprehensive income and where separate disclosure is necessary for an appropriate understanding of the group's financial performance.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Carrying value of investments (2025: £54,097k (2024: £53,057k))

Fixed asset investments are carried at cost, less impairment. Impairment analysis was assessed based on the individual cashflow forecasts of each underlying investment, discounted to create a present value. There are estimates involved in determining the carrying value, including the discount rate and growth rate.

Retrospective discounts (2025: £1,898k (2024: £938k))

Retrospective discounts are estimated at the reporting date where the final amount receivable or payable has not yet been confirmed. The estimate is based on the terms of the relevant agreements, actual and forecast volumes, historical experience and any correspondence with counterparties. Actual amounts may differ from those recognised if final volumes, thresholds or settlements differ from management’s assumptions, with any adjustment recognised when determined.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Management of hotel contracts
16,231,146
15,536,045
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
16,231,146
15,536,045
4
Exceptional item
2025
2024
£
£
Expenditure
Exceptional costs
-
649,948

The full amount of exceptional costs in the prior year relate to redundancy costs incurred as a result of restructuring.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
5
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange differences
(68,820)
39,238
Fees payable to the company's auditor for the audit of the company's financial statements
25,480
24,500
Depreciation of owned tangible fixed assets
95,992
111,587
Amortisation of intangible assets
1,078,655
1,050,646
Operating lease charges
218,643
224,496
6
Employees

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

2025
2024
Number
Number
Finance and admin
46
52
Operations
49
59
Human resources
13
12
Senior management
6
5
Total
114
128

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
8,502,021
8,223,115
Social security costs
942,461
909,944
Pension costs
193,967
177,056
9,638,449
9,310,115
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
236,068
212,245
Company pension contributions to defined contribution schemes
50,075
13,178
286,143
225,423
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Directors' remuneration
(Continued)
- 17 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
236,068
212,245
Company pension contributions to defined contribution schemes
50,075
13,178
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
7,465
-
0
Interest receivable from group companies
99,527
197,537
Total interest revenue
106,992
197,537
Income from fixed asset investments
Income from shares in group undertakings
740,520
-
0
Total income
847,512
197,537
9
Interest payable and similar expenses
2025
2024
£
£
Interest payable to group undertakings
61,716
73,778
Other interest on financial liabilities
-
0
301,068
61,716
374,846
10
Amounts written off investments
2025
2024
Notes
£
£
Impairment on fixed asset investments
13
-
(1,436,976)
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
246
-
0

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
504,171
(2,405,152)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
126,043
(601,288)
Tax effect of expenses that are not deductible in determining taxable profit
13,997
338,981
Permanent capital allowances in excess of depreciation
(1,291)
19,677
Other permanent differences
187
275
Exempt ABGH distributions
(185,130)
-
0
Movement in deferred tax not recognised
(5,248)
242,355
Hybrid and other mismatch adjustments
51,688
-
0
Taxation charge for the year
246
-
12
Dividends
2025
2024
£
£
Final paid
1,850,000
-
0
13
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in the statement of comprehensive income:

2025
2024
Notes
£
£
In respect of:
Fixed asset investments
16
-
1,436,976
Recognised in:
Amounts written off investments
-
1,436,976
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Impairments
(Continued)
- 19 -

The Company reviewed the carrying value of its investments in subsidiaries. In the prior year, an impairment was identified using a discounted cash flow (DCF) approach, based on the expected future cash flows of the relevant subsidiaries. Certain subsidiaries no longer had active Hotel Management Agreements (HMAs), which significantly reduced their forecasted cash inflows. To account for this expected reduced cash inflow, an impairment was recognised. This impairment was recognised within the statement of comprehensive income.

14
Intangible fixed assets
Software
Key money
Total
£
£
£
Cost
At 1 January 2025
531,581
5,920,000
6,451,581
Additions
76,629
75,000
151,629
Disposals
-
0
(3,650,000)
(3,650,000)
At 31 December 2025
608,210
2,345,000
2,953,210
Amortisation
At 1 January 2025
248,828
3,293,551
3,542,379
Amortisation charged for the year
178,685
899,970
1,078,655
Disposals
-
0
(3,300,626)
(3,300,626)
At 31 December 2025
427,513
892,895
1,320,408
Carrying amount
At 31 December 2025
180,697
1,452,105
1,632,802
At 31 December 2024
282,753
2,626,449
2,909,202
15
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
113,174
320,219
433,393
Additions
6,565
43,436
50,001
At 31 December 2025
119,739
363,655
483,394
Depreciation
At 1 January 2025
54,415
218,116
272,531
Depreciation charged in the year
18,290
77,702
95,992
At 31 December 2025
72,705
295,818
368,523
Carrying amount
At 31 December 2025
47,034
67,837
114,871
At 31 December 2024
58,759
102,103
160,862
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
16
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
17
54,097,482
53,056,562
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
53,056,562
Additions
1,413,666
Repayments
(372,746)
At 31 December 2025
54,097,482
Carrying amount
At 31 December 2025
54,097,482
At 31 December 2024
53,056,562

The additions in the year represent additional investment in Interstate Spain Hotel Management SL, Interstate Netherlands Management Company BV and Interstate Germany Hotel Management GmbH.

The repayment represents a reduction in share premium in Interstate Europe S.a.r.l.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
17
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Interstate Hotel Services Limited
3 Themistocles Dervis St, Julia House, Nicosia, CY-1066, Cyprus
Ordinary
100.00
-
Interstate Europe SaRL
1 Rue Pletzer, L-8080 Bertrange, Grand Duchy of Luxembourg
Ordinary
100.00
-
Interstate Belgium B.V.
Bellevue 5, Boite 1001, 9050 Ghent, Belgium
Ordinary
90.00
10.00
Interstate France Hotel Management SAS
24-26 Rue de la Pepiniere, 75008 Paris, France
Ordinary
100.00
-
Interstate Germany Hotel Management GmbH
Mergenthalerallee 12 21,65760 Eschborn, Germany
Ordinary
100.00
-
Interstate Hungary Management KFT
Stefania ut 101-103, 1143 Budapest, Hungary
Ordinary
100.00
-
Interstate Netherlands Management Company B.V.
Van Heuven Goedhartlaan 9C unit 4.05, 1181LE Amstelveen, Netherlands
Ordinary
100.00
-
Interstate Europe Investments LLC
1209 Orange Street, Wilmington, DE 19801, United States of America
Ordinary
100.00
-
Interstate Netherlands Investments LLC
1209 Orange Street, Wilmington, DE 19801, United States of America
Ordinary
100.00
-
Interstate Armenia Hotel Management LLC
Room 207, 2nd Floor, 1 Charent, Kentron, Yerevan City, 0025, Armenia
Ordinary
0
100.00
Interstate Bosnia Hotel Management D.O.O
Fra Andjela Zvizdovica Street No.1, Sarajevo, Sarajevo-Centar
Ordinary
0
100.00
Interstate Spain Hotel Management SL
Muntaner, 292-08021 Barcelona, Spain
Ordinary
100.00
-
Interstate Georgia Hotel Management LLC
N54 Ketevan Dedofali Avenue, Isani District, Tblisi, Georgia
Ordianry
100.00
-
Interstate Bahamas Hotel Management Limited
P.O. Box SS-5383, Sassoon House, Shirley St and Victoria Ave, Nassau, Bahamas
Ordianry
0
100.00
Interstate Hotel Management Ireland Limited
Suite 6 Rineanna House, Shannon Free Zone, Shannon, Co. Clare, Ireland
Ordinary
0
100.00
Aimbridge (Guyana) Management Inc
Lot 78 Hadfield Street, Werk-en-Rust, Georgetown, Guyana
Ordianry
100.00
-
Aimbridge Panama Hotel Management S. DE R.L.
Piso 10, Ave Samuel Lewis Y Calle 54, Panama City, Panama
Ordinary
0
100.00
Aimbridge DR Hotel Management SRL
Avenida John F Kennedy, Plaza Galeria 360, 2do nivel, local 110, Arroyo Hondo, Santo Domingo, Dom Re
Ordinary
0
99.93
Bahamas BC Management Limited
P.O.Box SS-5383, Sassoon House, Shirley St. & Victoria Ave, Bahamas
Ordinary
0
100.00
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
18
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,317,131
3,071,701
Corporation tax recoverable
-
0
246
Amounts owed by group undertakings
885,675
4,092,256
Other debtors
127,728
184,180
Prepayments and accrued income
1,224,739
233,558
4,555,273
7,581,941

Trade debtors is net of bad debt provision of £363,658 (2024: £427,108).

Of the amounts owed by group undertakings above, £811,166, relates to amounts owed by UK companies, which is subject to interest at SOFR and is repayable on demand. All other amounts owed by group undertakings are interest free and repayable on demand.

Amounts owed by group undertakings' are stated net of a provision of £390,117 for potentially irrecoverable intercompany debtors.

19
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Other borrowings
20
1,226,219
1,145,447
Trade creditors
157,896
374,291
Amounts owed to group undertakings
104,891
962,238
Taxation and social security
488,499
842,123
Deferred income
22
-
0
35,503
Other creditors
1,052,795
1,294,746
Accruals and deferred income
1,477,493
1,232,893
4,507,793
5,887,241

Of the amounts owed to group undertakings above, £51,040 is subject to interest at SOFR plus 5.9%. All other amounts owed by group undertakings are interest free and repayable on demand.

20
Loans and overdrafts
2025
2024
£
£
Loans from group undertakings
1,226,219
1,145,447
Payable within one year
1,226,219
1,145,447

Remaining amounts owed to group undertakings are interest free and repayable on demand.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
21
Contingent liability

The company is involved in an ongoing dispute with a customer relating to matters arising from a historic contractual arrangement. The counterparty has asserted that costs may be incurred in excess of £1million. However, we have not been provided with sufficient evidence to support this quantum and continue to challenge the basis of the claim.

The directors acknowledge that a settlement payment is likely to be required in order to conclude the matter. However, following legal and commercial discussions to date, the directors do not consider it probable that an outflow of economic benefits equivalent to the amount claimed will arise. An independent third-party consultant is currently being appointed to assess the matter and assist both parties in reaching a resolution.

Given the stage of the negotiations and the ongoing consultation process, it is not practicable to provide a reliable estimate of the financial effect of the matter. Whilst the maximum potential exposure is considered to be approximately £1million, management believes the likelihood of this level of liability crystallising is remote. Accordingly, no provision has been recognised in these financial statements.

22
Deferred income
2025
2024
£
£
Deferred income
-
35,503
23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to the statement of comprehensive income in respect of defined contribution schemes
193,967
177,056

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £39,832 (2024: £33,655) were payable to the defined contribution pension scheme at the reporting date and are included within other creditors.

24
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
7,288,077
7,288,076
7,288,076
7,288,076

Share capital represents the par value paid to acquire each share.

25
Share premium

The share premium account represents the excess amount paid to acquire share capital over its fair value.

During the year, the company performed a capital reduction under Section 641 of the Companies Act 2006, allowing the transfer of capital to Profit and loss reserves. In this instance, Share premium is treated as as part of share capital. On 11 December 2025, share premium of the value £10,000,000 was cancelled via a special resolution under section 642 of the Companies Act 2006 and transferred to Profit and loss reserves.

INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
26
Profit and loss reserves

Profit and loss reserves represent accumulated comprehensive income for the year and prior periods less dividends paid.

27
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
192,716
182,177
Between two and five years
578,912
578,912
In over five years
289,456
434,184
1,061,084
1,195,273
28
Events after the reporting date

At March 2026, Interstate Hungary Management KFT was liquidated (note 17). This has zero impact on the balances held at the year-end.

29
Related party transactions

The company has taken advantage of the exemption in FRS 102 Section 33.1A from the requirement to disclose transactions with 100% owned group companies.

30
Ultimate controlling party

The smallest group in which the results are consolidated is Interstate UK Holdco Limited. The registered office of Interstate UK Holdco Limited is Riverbank House, 2 Swan Lane, London, England, EC4R 3TT. The accounts of Interstate UK Holdco Limited can be obtained from the Companies house website at https://www.gov.uk/government/organisations/companies-house.

The ultimate parent company and the largest group in which the results are consolidated Aimbridge Acquisition Co, Inc. Copies of the group financial statements of Aimbridge Acquisition Co, Inc, are available from 5301 Headquarters Drive, Plano, TX 75024. The ultimate controlling party is Aimbridge Group Holdings L.P, a US registered entity.

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