Company Registration No. 08593653 (England and Wales)
INTERSTATE UK HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
INTERSTATE UK HOLDCO LIMITED
COMPANY INFORMATION
Directors
B Dawson
G J Moundas
Company number
08593653
Registered office
Riverbank House
2 Swan Lane
London
United Kingdom
EC4R 3TT
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
INTERSTATE UK HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 34
INTERSTATE UK HOLDCO 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

Interstate UK Holdco Limited is the parent company of Interstate United Kingdom Management Limited, Interstate Hotels UK Limited, Interstate UK Leeds Limited and Dorchester Operations (No 1) Limited who are involved in the hotel management sector. Interstate United Kingdom Management Limited also has subsidiaries in Europe and the Caribbean.

As a holding company, Interstate UK Holdco Limited does not actively trade in its own right. The c ompany’s profit for the year was £1,759k (2024: £117k loss)) as a result of interest charges on amounts owed to group undertakings. At 31 December 202 5 the company had net assets of £67,053k (202 4: £65,294k) mainly reflecting investments held in its subsidiary companies.

The group has seen an improvement in underlying performance from 2024 to 2025. Turnover has increased by 33.8% as a result of Interstate UK Leeds Limited beginning to trade through Hyatt House and Hyatt Place in Leeds city centre. As a result of the hotels beginning to trade the group has recorded cost of sales for the first-time all-in relation to hotel operations.

Administrative expenses have increased as a result of a prudent approach taken to outstanding debtors as at 31 December 2025 along with additional one-off costs in relation to the start up of Interstate UK Leeds Limited. These items have contributed to the group making a loss for the year ended 31 December 2025.

Principal risks and uncertainties

The Group is exposed to a variety of financial risks and the Board of Directors are responsible for setting the Group's risk appetite and ensuring that it has an appropriate and effective risk management framework and monitor the ongoing process for identifying, evaluating, managing and reporting significant risks faced. To facilitate this, the group 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:

Operational risk

As the Group's value is tied-up in investments in trading subsidiaries, it is exposed to a variety of operation risks existing in these subsidiaries, including but not limited to the protection of customer information, change management, supplier credit risk, IT resilience and compliance with laws and regulations. Additionally, the trading environment of the subsidiary companies has been noted as being challenging in recent years.

There is the possibility that the value of investments held could be diminished by risk events occurring in the subsidiary entities or continued loss-making therein. This is mitigated by the involvement of the directors in the management of those businesses in order to ensure that there is an appropriate framework for dealing with operational risks at the level of the subsidiaries, as well as trying to drive profitability in future periods.

Liquidity risk

The Group is financed by a mixture of shareholders' funds and inter-group borrowings. Without trade of its own, the company is reliant on continued support from both sources to meet its obligations as they fall due.

Interest rate risk

The Group has interest bearing liabilities that could give rise to exposures to fluctuations in interest rates. However, these liabilities are between group companies and as a result the exposure to external interest rates is minimal.

Foreign currency risk

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

INTERSTATE UK HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties (cont.)

Credit risk

The Group is exposed to credit related losses in the 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 Group 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 constantly review areas for improvements.

Key performance indicators

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

| 2025 | 2024 |
| £'000 | £'000 |
Turnover | 34,500 | 25,787 |
Operating (loss) / profit | 2,073 | 2,542 | -18.5%
Shareholder funds | 18,610 | 18,003 | 3.4%
| (3,041) 38,141 | (5,442) 44,714 |

Future developments

During 2026 the group has incorporated new entities in Portugal and Dubai to take advantage of new opportunities in those markets however, the expansion in to the Middle East is currently paused due to the ongoing conflict in Iran.

S172 Statement

The Board of Interstate UK Holdco Limited acknowledges its responsibility under section 172 (1) of the Companies Act 2006.

The act states that a director of a company must act in a way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to various other stakeholder interests – below are the six key factors:

- the likely consequences of any decision in the long term;

- the interests of the Company’s employees;

- the need to foster the Company’s business relationships with suppliers, customers and others;

- the impact of the Company’s operations on the community and the environment;

- the desirability of the Company maintaining a reputation for high standards of business conduct; and

- the need to act fairly as between members of the Company.

The Board considers that is has complied in all material respects with their s172(1) duties.

The key stakeholders of the Group are the parent of the Group and the Group’s employees.

The Group delegates authority of day-to-day management to senior leaders (ExCom), who set, approve and oversee the running of the UK Holdco Group. ExCom meeting are held regularly where the key management personnel consider Group issues across business development, company performance and employee development.

INTERSTATE UK HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

S172 Statement (cont.)

As part of the Aimbridge Group, the UK Holdco Group follows wider Group policies and procedures, including those relating to standards of business conduct, the environment, the community and its interaction with key stakeholders. However, the UK Holdco Group does make autonomous decisions on each transaction’s own merits after due consideration of the long-term success of the Group, Section 172 factors, where relevant, and the stakeholders impacted.

Employees are crucial to the success of the UK Holdco Group and significant efforts are made by ExCom to provide high quality training and support to all employees through various initiatives. Employee engagement is taken seriously and there are regular meetings of the Aimbridge Empower committee to address employee concerns and welfare.

On behalf of the board

B Dawson
Director
6 August 2026
INTERSTATE UK HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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 a holding company. The principal activity of the Group continued to be that of hotel operations and management.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid in the current or prior year. 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
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Matters addressed in the strategic report

The Group 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.

Energy and carbon report

Although the Group meets the threshold for energy and carbon reporting, there are no individual companies within the Group that meet the SECR requirements. As a result, there is no requirement for the Group to make SECR disclosures.

INTERSTATE UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
B Dawson
Director
6 August 2026
INTERSTATE UK HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

INTERSTATE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INTERSTATE UK HOLDCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Interstate UK Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 202 5 which comprise the group profit and loss account, group statement of comprehensive income, group balance sheet, the company balance sheet, group statement of changes in equity, company statement of changes in equity, group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2025 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report 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.

INTERSTATE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UK HOLDCO LIMITED
- 8 -

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.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of directors

As explained more fully in the statement 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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.

INTERSTATE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UK HOLDCO LIMITED
- 9 -
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 group and the parent 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.

We gained an understanding of how the group and the parent 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 group's and parent company's 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 group and parent 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 group's and parent 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.

INTERSTATE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UK HOLDCO LIMITED
- 10 -

Use of our report

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

Allyson Banford (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
6 August 2026
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
INTERSTATE UK HOLDCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£
£
Turnover
3
34,499,941
25,786,973
Cost of sales
(4,382,503)
-
0
Gross profit
30,117,438
25,786,973
Administrative expenses
(35,486,264)
(32,552,037)
Other operating income
2,327,525
2,155,116
Exceptional item
4
-
0
(832,142)
Operating loss
5
(3,041,301)
(5,442,090)
Interest receivable and similar income
9
126,689
24,174
Interest payable and similar expenses
10
(549,249)
(623,662)
Loss before taxation
(3,463,861)
(6,041,578)
Tax on loss
11
(265,387)
146,675
Loss for the financial year
(3,729,248)
(5,894,903)
Loss for the financial year is all attributable to the owners of the parent company.
INTERSTATE UK HOLDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
Loss for the year
(3,729,248)
(5,894,903)
Other comprehensive income
Currency translation differences
(2,844,154)
74,306
Other comprehensive income for the year
(2,844,154)
74,306
Total comprehensive income for the year
(6,573,402)
(5,820,597)
Total comprehensive income for the year is all attributable to the owners of the parent company.
INTERSTATE UK HOLDCO LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
12
39,026,708
46,954,239
Tangible assets
13
118,498
170,325
39,145,206
47,124,564
Current assets
Stocks
16
54,896
-
Debtors
17
7,210,410
7,793,029
Cash at bank and in hand
15,376,016
5,351,323
22,641,322
13,144,352
Creditors: amounts falling due within one year
18
(23,645,898)
(15,549,061)
Net current liabilities
(1,004,576)
(2,404,709)
Total assets less current liabilities
38,140,630
44,719,855
Provisions for liabilities
Deferred tax liability
20
-
0
5,823
-
(5,823)
Net assets
38,140,630
44,714,032
Capital and reserves
Called up share capital
23
13,059,488
13,059,488
Share premium account
24
49,729,198
59,729,198
Profit and loss reserves
24
(24,648,056)
(28,074,654)
Total equity
38,140,630
44,714,032
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:
06 August 2026
B Dawson
Director
INTERSTATE UK HOLDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
67,049,146
67,049,146
Current assets
Cash at bank and in hand
34,239
160
Creditors: amounts falling due within one year
18
(30,323)
(1,755,621)
Net current assets/(liabilities)
3,916
(1,755,461)
Net assets
67,053,062
65,293,685
Capital and reserves
Called up share capital
23
13,059,488
13,059,488
Share premium account
24
49,729,198
59,729,198
Profit and loss reserves
24
4,264,376
(7,495,001)
Total equity
67,053,062
65,293,685

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £1,759,377 (2024: £117,218 loss).

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:
06 August 2026
B Dawson
Director
Company Registration No. 08593653
INTERSTATE UK HOLDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
13,059,488
59,729,198
(22,254,057)
50,534,629
Year ended 31 December 2024:
Loss for the year
-
-
(5,894,903)
(5,894,903)
Other comprehensive income:
Currency translation differences
-
-
74,306
74,306
Total comprehensive expense for the year
-
-
(5,820,597)
(5,820,597)
Balance at 31 December 2024
13,059,488
59,729,198
(28,074,654)
44,714,032
Year ended 31 December 2025:
Loss for the year
-
-
(3,729,248)
(3,729,248)
Other comprehensive expense:
Currency translation differences
-
-
(2,844,154)
(2,844,154)
Total comprehensive expense for the year
-
-
(6,573,402)
(6,573,402)
Reduction of share premium
24
-
(10,000,000)
10,000,000
-
0
Balance at 31 December 2025
13,059,488
49,729,198
(24,648,056)
38,140,630
INTERSTATE UK HOLDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
13,059,488
59,729,198
(7,377,783)
65,410,903
Year ended 31 December 2024:
Loss and total comprehensive expense for the year
-
-
(117,218)
(117,218)
Balance at 31 December 2024
13,059,488
59,729,198
(7,495,001)
65,293,685
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
1,759,377
1,759,377
Reduction of share premium
21
-
(10,000,000)
10,000,000
-
0
Balance at 31 December 2025
13,059,488
49,729,198
4,264,376
67,053,062
INTERSTATE UK HOLDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
30
10,107,548
(2,175,422)
Interest paid
(90,911)
(623,622)
Income taxes paid
(58,156)
-
Net cash inflow/(outflow) from operating activities
9,958,481
(2,799,044)
Investing activities
Purchase of intangible assets
(2,545,149)
(910,727)
Proceeds on disposal of intangibles
465,617
116,993
Purchase of tangible fixed assets
(51,101)
(73,382)
Costs on disposal of tangible fixed assets
(1,644)
-
Interest received
126,689
24,174
Net cash used in investing activities
(2,005,588)
(842,942)
Financing activities
Proceeds from short-term borrowings
2,071,800
-
Net cash generated from/(used in) financing activities
2,071,800
-
Net increase/(decrease) in cash and cash equivalents
10,024,693
(3,641,986)
Cash and cash equivalents at beginning of year
5,351,323
8,993,309
Cash and cash equivalents at end of year
15,376,016
5,351,323
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
1
Accounting policies
Company information

Interstate UK Holdco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Riverbank House, 2 Swan Lane, London, United Kingdom, EC4R 3TT.

The Group consists of Interstate UK Holdco Limited and all of its subsidiaries.

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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a G roup where the parent of that G roup 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 G roup. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

1.2
Basis of consolidation

The consolidated G roup financial statements consist of the financial statements of the parent company Interstate UK Holdco Limited together with all entities controlled by the parent company (its subsidiaries).

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

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

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

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company ha s adequate resources to continue in operational existence for the foreseeable future, notwithstanding the loss of £3,729k (2024: £5,895k) and net current liabilities position of £1,005 k (2024: £2,405k).

Due to the nature of this group, there are a large quantum of non-cash costs which impact the loss before tax position. Whilst the group have incurred a loss before tax, EBITDA is £4,180k. With a healthy cash balance and projections showing the group to be cash generative over the next 12-months, the directors are satisfied that it remains appropriate for the entity to continue as a going concern.

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 g roup has adequate financial resources to meet its liabilities as they fall due for at least the next 12 months.

1.4
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.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.6
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 or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 years
Management Contracts
5 - 20 years
Key Money
life of contract
Intellectual Property
life of contract
1.7
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
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -

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

1.8
Fixed asset investments

I n the parent company financial statements, investments in subsidiaries, are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset.

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

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

The G roup 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 G roup's balance sheet when the G roup becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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 G roup 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. 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. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.13
Equity instruments

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

1.14
Taxation

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

Current tax

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

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Employee benefits

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

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

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

1.16
Retirement benefits

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

1.17
Leases

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

1.18
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 profit or loss.

1.19

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 UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
2
Judgements and key sources of estimation uncertainty

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

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

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: £67.0m (2024: £67.0m))

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 and other revenue
2025
2024
£
£
Turnover analysed by class of business
Hotel operations and management
34,499,941
25,786,973
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
29,814,807
20,953,468
Europe
1,933,873
2,242,784
Rest of World
2,751,261
2,590,721
34,499,941
25,786,973
2025
2024
£
£
Other significant revenue
Other operating income
2,248,785
2,155,116

Other operating income includes £1,831,977 of royalty income in the current year (2024: £1,988,477).

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
4
Exceptional item
2025
2024
£
£
Expenditure
Restructuring costs
-
832,142
-
832,142

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

5
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange differences
(102,509)
210,413
Depreciation of owned tangible fixed assets
104,793
129,831
Amortisation of intangible assets
7,116,567
7,310,924
Operating lease charges
620,137
359,300
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
21,840
21,000
Audit of the financial statements of the company's subsidiaries
36,860
38,500
58,700
59,500
For other services
Audit-related assurance services
11,440
11,000
Taxation compliance services
9,935
9,550
21,375
20,550
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
7
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Finance and Admin
49
68
-
-
Operations
356
218
-
-
Human resources
14
13
-
-
Management
8
7
-
-
Total
427
306
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
18,529,709
14,312,011
-
0
-
0
Social security costs
1,869,482
1,403,835
-
-
Pension costs
342,010
273,901
-
0
-
0
20,741,201
15,989,747
-
0
-
0
8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
236,068
240,280
Company pension contributions to defined contribution schemes
50,075
13,178
286,143
253,458
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
236,068
240,280
Company pension contributions to defined contribution schemes
50,075
13,178

One director was remunerated from a subsidiary of the group. The other director was remunerated from related parties within the US, and therefore not disclosed in these financial statements.

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
9
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
27,162
10,043
Interest receivable from related party
99,527
14,131
Total income
126,689
24,174
10
Interest payable and similar expenses
2025
2024
£
£
Other interest on financial liabilities
549,249
623,662
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
246
-
0
Foreign current tax on profits for the current period
265,141
(146,675)
Total current tax
265,387
(146,675)

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

2025
2024
£
£
Loss before taxation
(3,463,861)
(6,041,578)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(865,965)
(1,510,395)
Tax effect of expenses that are not deductible in determining taxable profit
1,492,245
1,890,142
Permanent capital allowances in excess of depreciation
(1,291)
19,677
Other permanent differences
187
275
Exempt ABGH differences
291,692
-
0
Movement in deferred tax not recognised
(160,152)
411,916
Effect of foreign taxation
(734,767)
(958,290)
Hybrid and other mismatch adjustments
243,438
-
Taxation charge/(credit)
265,387
(146,675)
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
(Continued)
- 27 -

The UK government has introduced the Multinational Top-up Tax, implementing the OECD's Pillar II global minimum tax rules. These rules apply to multinational enterprise (MNE) groups and take effect for accounting periods beginning on or after 31 December 2023.

The company is part of a MNE group that falls within the scope of these rules. Management has assessed the potential implications and concluded that any additional top-up tax expected to arise under the Pillar II framework will not be material to these financial statements.

While no material financial impact is anticipated for the current reporting period, the group will continue to monitor developments in the legislation and any potential reporting obligations associated with the rules.

12
Intangible fixed assets
Group
Goodwill
Software
Management Contracts
Key Money
Intellectual Property
Total
£
£
£
£
£
£
Cost
At 1 January 2025
6,786,111
531,581
348,777
7,012,928
61,442,330
76,121,727
Additions
-
0
76,629
-
0
2,466,803
1,717
2,545,149
Disposals
-
0
-
0
(359,062)
(3,786,051)
-
(4,145,113)
Exchange adjustments
-
0
-
0
10,285
(13,951)
(4,069,719)
(4,073,385)
At 31 December 2025
6,786,111
608,210
-
0
5,679,729
57,374,328
70,448,378
Amortisation and impairment
At 1 January 2025
6,786,111
248,828
330,712
3,542,077
18,259,760
29,167,488
Amortisation charged for the year
-
0
178,685
1,402
1,068,373
5,868,107
7,116,567
Disposals
-
0
-
0
(341,725)
(3,337,771)
-
(3,679,496)
Exchange adjustments
-
0
-
0
9,611
(13,698)
(1,178,802)
(1,182,889)
At 31 December 2025
6,786,111
427,513
-
0
1,258,981
22,949,065
31,421,670
Carrying amount
At 31 December 2025
-
0
180,697
-
0
4,420,748
34,425,263
39,026,708
At 31 December 2024
-
0
282,753
18,065
3,470,851
43,182,570
46,954,239
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
13
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
194,911
347,068
541,979
Additions
6,565
44,536
51,101
Disposals
(15,668)
(1,141)
(16,809)
Exchange adjustments
2,155
1,307
3,462
At 31 December 2025
187,963
391,770
579,733
Depreciation and impairment
At 1 January 2025
129,213
242,441
371,654
Depreciation charged in the year
24,570
80,223
104,793
Eliminated in respect of disposals
(17,288)
(1,165)
(18,453)
Exchange adjustments
2,367
874
3,241
At 31 December 2025
138,862
322,373
461,235
Carrying amount
At 31 December 2025
49,101
69,397
118,498
At 31 December 2024
65,698
104,627
170,325
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
67,049,146
67,049,146
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
67,049,146
Carrying amount
At 31 December 2025
67,049,146
At 31 December 2024
67,049,146
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
15
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Interstate Hotels UK Limited
Turnberry House, 175 West George Street, Glasgow, G2 2LB
Hotel management
Ordinary
100.00
-
Dorchester Operations (No.1) Limited
Turnberry House, 175 West George Street, Glasgow, G2 2LB
Employment agent for hotels
Ordinary
100.00
-
Interstate United Kingdom Management Limited
Riverbank House, 2 Swan Lane, London, EC4R 3TT
Hotel management
Ordinary
100.00
-
Interstate Hotel Services Limited
3 Themistocles Dervis St, Julia House, Nicosia, CY-1066, Cyprus
IP management
Ordinary
0
100.00
Interstate Europe SARL
1 Rue Pletzer, L-8080 Bertrange, Grand Duchy of Luxembourg
Holding company
Ordinary
0
100.00
Interstate Belgium B.V.
Bellevue 5, Boite 1001, 9050 Ghent, Belgium
Hotel management
Ordinary
0
100.00
Interstate France Hotel Management SAS
24-26 Rue de la Pepiniere, 75008 Paris, France
Hotel management
Ordinary
0
100.00
Interstate Germany Hotel Management GmbH
Mergenthalerallee 12 21, 65760 Eschborn, Germany
Hotel management
Ordinary
0
100.00
Interstate Netherlands Management Company B.V.
Van Heuven Goedhartlaan 9C unit 4.05, 1181LE Amstelveen, Netherlands
Hotel management
Ordinary
0
100.00
Interstate Europe Investments LLC
1209 Orange Street, Wilmington, DE 19801 United States of America
Investment company
Ordinary
0
100.00
Interstate Netherlands Investments LLC
1209 Orange Street Wilmington, DE 19801, United States of America
Investment company
Ordinary
0
100.00
Interstate Armenia Hotel Management LLC
Room 207, 2nd Floor, 1 Charent, Kentron, Yerevan City, 0025, Armenia
Hotel management
Ordinary
0
100.00
Interstate Bosnia Hotel Management D.O.O
Fra Adjela Zvizdovica Street No.1, Sarajevo, Sarajevo-Centar
Hotel management
Ordinary
0
100.00
Interstate Spain Hotel Management SL
Muntaner, 292-08021 Barcelona, Spain
Hotel management
Ordinary
0
100.00
Interstate UK Leeds Limited
Turnberry House, 175 West George Street, Glasgow, G2 2LB
Hotel management
Ordinary
100.00
-
Interstate Bahamas Hotel Management Limited
P.0. Box SS-5383, Sassoon House, Shirley St and Victoria Ave, Nassau, Bahamas
Hotel management
Ordinary
0
100.00
Interstate Hotel Management Ireland Limited
Suite 6 Rineanna House, Shannon Free Zone, Shannon, Co. Clare, Ireland
Hotel management
Ordianry
0
100.00
Interstate Georgia Hotel Management LLC
N54 Ketevan Dedofali Avenue, Isani District, Tblisi, Georgia
Hotel management
Ordinary
0
100.00
Aimbridge (Guyana) Management Inc
Lot 78, Hadfield Street, Werk-en-Rust, Georgetown, Guyana
Hotel management
Ordinary
0
100.00
Aimbridge Panama Hotel Management S. DE R.L.
Piso 10, Ave Samuel Lewis Y Calle 54, Panama City, Panama
Hotel management
Ordinary
0
100.00
Aimbridge DR Hotel Management SRL
Avenida John F. Kennedy, Plaza Galeria 360, 2do nivel, local 110, Arroyo Hondo, Santo Domingo, Repub
Hotel management
Ordinary
0
99.93
Bahamas BC Management Limited
P.O BoxSS-5383, Sassoon House, Shirley St. & Victoria Ave, Bahamas
Hotel management
Ordinary
0
100.00
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Subsidiaries
(Continued)
- 30 -

During the year, Interstate ROUZ Hotel Management and Interstate Kazakhstan Management LLC were both liquidated. Interstate Hungary Management KFT was liquidated after the balance sheet date.

Additionally, during the year, Aimbridge DR Hotel Management SRL was incorporated.

16
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
54,896
-
-
-
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,082,031
5,638,274
-
0
-
0
Corporation tax recoverable
46,003
32,834
-
0
-
0
Other debtors
1,583,562
1,620,864
-
0
-
0
Prepayments and accrued income
1,498,814
422,790
-
0
-
0
7,210,410
7,714,762
-
-
Amounts falling due after more than one year:
Other debtors
-
0
70,000
-
0
-
0
Deferred tax asset (note 20)
-
0
8,267
-
0
-
0
-
78,267
-
-
Total debtors
7,210,410
7,793,029
-
-

Trade debtors is net of bad debt provision of £466,499 (2024: £1,011,648).

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
2,071,800
-
0
-
0
-
0
Trade creditors
896,657
734,185
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
-
0
1,727,793
Corporation tax payable
220,400
-
0
-
0
-
0
Other taxation and social security
1,423,647
1,347,825
-
-
0
Deferred income
21
-
0
35,503
-
0
-
0
Other creditors
16,758,652
11,783,044
-
0
-
0
Accruals
2,274,742
1,648,504
30,323
27,828
23,645,898
15,549,061
30,323
1,755,621

Amounts owed by group undertakings were subject to interest at SOFR and were repayable on demand.

Other borrowings refers to a cash advance received during the year from a hotel developer. There were no repayment terms or interest attached to this advance and has been repaid in full post year end.

19
Contingent liability

The group 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.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Deferred tax attributable to foreign subsidiaries
-
5,823
-
8,267
The company has no deferred tax assets or liabilities.
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
20
Deferred taxation
(Continued)
- 32 -
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 January 2025
(2,444)
-
Movement in foreign deferred tax
2,444
-
Asset at 31 December 2025
-
-
21
Deferred income
Group
Company
2025
2024
2025
2024
£
£
£
£
Other deferred income
-
35,503
-
-

Upfront fees were received during the prior year relating to a project which began in 2024.

22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
342,010
273,901

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £39,847 (2024: £48,666) were payable at the reporting date and included within other taxation and social security, see note 18.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
13,059,488
13,059,488
13,059,488
13,059,488
INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
24
Reserves
Profit and loss reserves

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

Share Capital

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

Share Premium

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

25
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
3,019,945
646,103
-
-
Between two and five years
578,912
578,912
-
-
In over five years
289,456
439,339
-
-
3,888,313
1,664,354
-
-
26
Events after the reporting date

At March 2026, Interstate Hungary Management KFT was liquidated (note 15). This has zero impact on the balances held at the year-end.

27
Related party transactions
Transactions with related parties

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

28
Security

On 4 September 2014, Interstate Hotels UK Limited entered into a fixed charge in favour of The Royal Bank of Scotland PLC over all assets of the company.

INTERSTATE UK HOLDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
29
Controlling party

T he company is a wholly owned subsidiary of Interstate Hotel Management System Inc, a company registered in the USA. The results of the company have been included in the consolidated accounts of a US company, Aimbridge Acquisitions 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

30
Cash generated from/(absorbed by) group operations
2025
2024
£
£
Loss for the year after tax
(3,729,248)
(5,894,903)
Adjustments for:
Taxation charged
265,387
-
Finance costs
549,249
623,622
Investment income
(126,689)
(24,174)
Amortisation and impairment of intangible assets
7,116,567
7,310,924
Depreciation and impairment of tangible fixed assets
104,793
129,831
Movements in working capital:
Increase in stocks
(54,896)
-
Decrease in debtors
641,909
1,573,890
Increase/(decrease) in creditors
5,375,979
(5,619,782)
Decrease in deferred income
(35,503)
(274,830)
Cash generated from/(absorbed by) operations
10,107,548
(2,175,422)
31
Analysis of changes in net funds - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
5,351,323
10,024,693
15,376,016
Borrowings excluding overdrafts
-
(2,071,800)
(2,071,800)
5,351,323
7,952,893
13,304,216
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