|
Registered number: 06696269
SLEEPERZ HOTELS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
SLEEPERZ HOTELS LIMITED
COMPANY INFORMATION
|
|
SLEEPERZ HOTELS LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditors' Report
|
|
Statement of Comprehensive Income
|
|
Statement of Financial Position
|
|
Statement of Changes in Equity
|
|
Notes to the Financial Statements
|
|
|
|
SLEEPERZ HOTELS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report for the year ended 31 December 2025.
The principal activity of the Company is acting as a financing vehicle for the Sleeperz group of Companies.
During the financial year 2024, a restructuring of the intercompany arrangements between the Company and the wider Sleeperz group of Companies was carried out resulting in the establishment of a new intercompany balance owing by Sleeperz Limited, which is unsecured, interest free and repayable on demand.
The total outstanding balance on this intercompany debtor is £18,914,999 (2024: £15,694,221). A bad debt provision of £8,976,906 (2024: £6,325,762) has been recognised against this, reflecting amounts which are considered to be subject to doubts over their recoverability.
The increase in the bad debt provision of £2,651,144 (2024: reduction of £4,506,184) is the key driver of the loss for the year of £2,842.334 (2024: profit of £4,479,703)
Following the above restructuring of intercompany arrangements, the Company now charges management fees to Sleeperz Limited in respect of the financial and administrative costs it incurs on behalf of the wider Sleeperz group of companies. Total turnover from such management fees has decreased from £842,171 in 2024 to £790,855 in 2025.
Aside from the above, in order to assist with the cashflow requirements of the Sleeperz group of Companies and their rebranding as Marriott hotels, the Company received additional loan funding from its shareholders of £2,666,230.
Principal risks and uncertainties
|
The principal risk and uncertainty facing the Company is its ongoing reliance on bank loan and shareholder funding to remain a going concern. For further details see note 2.4.
Key performance indicators
|
As a financing Company with interest payable on its bank and shareholder loans, and management charges levied to its subsidiaries in respect of the financing costs incurred on their behalf, there are not considered to be any key performance indicators.
This report was approved by the board and signed on its behalf.
................................................
J Adams
Director
|
|
|
|
|
|
|
SLEEPERZ HOTELS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
|
The directors are responsible for preparing the Strategic Report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
The loss for the year, after taxation, amounted to £2,842,334 (2024: profit £4,479,703).
The directors have not proposed a dividend for the year (2024: £nil).
The directors who served during the year were:
N Gills (resigned 30 September 2025)
|
W Laxton (resigned 21 July 2026)
|
|
|
|
|
J Adams (appointed 21 July 2026)
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
|
|
SLEEPERZ HOTELS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
................................................
J Adams
Director
|
|
|
|
|
|
|
SLEEPERZ HOTELS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SLEEPERZ HOTELS LIMITED
We have audited the financial statements of Sleeperz Hotels Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
|
|
SLEEPERZ HOTELS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SLEEPERZ HOTELS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
|
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, 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 Directors' Responsibilities Statement set out on page 2, 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.
|
|
SLEEPERZ HOTELS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SLEEPERZ HOTELS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
|
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 the financial statements.
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:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
We considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙inspecting correspondence with regulators and tax authorities;
∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
∙evaluating management's controls designed to prevent and detect irregularities;
∙identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and
∙challenging assumptions and judgements made by management in their critical accounting estimates, particularly in respect of the recoverability of intercompany debtors.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
|
|
SLEEPERZ HOTELS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SLEEPERZ HOTELS LIMITED (CONTINUED)
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 Auditors' 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.
David Lyons (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
10 September 2026
|
|
SLEEPERZ HOTELS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bad debt (expense)/credit
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial year
|
|
|
|
There was no other comprehensive income for 2025 (2024: £nil).
|
The notes on pages 11 to 20 form part of these financial statements.
|
|
|
SLEEPERZ HOTELS LIMITED
REGISTERED NUMBER: 06696269
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
J Adams
|
|
|
|
|
|
|
The notes on pages 11 to 20 form part of these financial statements.
|
|
SLEEPERZ HOTELS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Capital contribution reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 11 to 20 form part of these financial statements.
|
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Sleeperz Hotels Limited is a private Company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 06696269 and registered office address is Unit 4, The Whitehouse, 9 Belvedere Road, London, England, SE1 8YS.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
|
|
|
Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Mactaggart Hotel Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3U.
|
|
|
Exemption from preparing consolidated financial statements
|
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Notwithstanding net current liabilities of £4,908,804 the financial statements have been prepared on a going concern basis, without any material uncertainties in respect of going concern identified, which the directors consider to be appropriate for the following reasons.
The directors have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements which indicate that the Company will have sufficient funds to meet its liabilities as they fall due.
Although these forecasts do not include full repayment of the bank loan held by the Company, which is currently classified as repayable on demand, through productive conversations with Company's bankers regarding the terms of the loan and the willingness and ability of the shareholders to provide ongoing support, the directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis.
In addition, both Mactaggart Hotel Holdings Limited, the ultimate parent Company, and Mactaggart Heritable Limited, a Company under common control, have provided written confirmations that they are willing to provide any necessary financial support to enable the Company to pay its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
|
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In the process of applying its accounting policies, the Company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgments, estimates and assumptions affect the amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented.
Going concern
The directors have used judgement in determining that the Company is a going concern. See note 2.4 for further details.
Recoverability of intercompany debtors
The Company has amounts owed by group undertakings, prior to bad debt provisions, totalling £18,973,429 as at 31 December 2025 (2024: £15,694,221). Management review the financial position of the debtor companies at the date of the Statement of Financial Position and based on this and their budgeted future performance make a judgement as to whether the debtors are fully recoverable or require the recognition of a bad debt provision. On the back of this review a provision of £8,976,906 (2024: £6,325,762) has been recognised in the current financial year, which represents an increase of £2,651,144 charged to the Statement of Comprehensive Income (2024: £4,506,184 decrease credited to the Statement of Comprehensive Income).
The remaining amounts owed by group undertakings of £9,996,523 (2024: £9,368,459) not covered by this provision are judged to be fully recoverable.
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of turnover by country of destination:
|
|
|
|
|
During the year, the Company obtained the following services from the Company's auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditors for the audit of the Company's financial statements
|
|
|
|
|
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
|
The Company has no employees other than the directors, who did not receive any remuneration (2024: £nil).
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is higher than (2024: lower than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit on ordinary activities before tax
|
|
|
|
|
(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
Deferred tax not recognised
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Sleeperz Cardiff Limited
|
|
|
|
|
|
*Sleeperz Cambridge Limited
|
|
|
|
|
|
*Sleeperz Newcastle Limited
|
|
|
|
|
|
*Sleeperz Manchester Limited
|
|
|
|
|
|
*Sleeperz Edinburgh Limited
|
|
|
|
|
|
|
|
|
|
|
|
*Sleeperz Glasgow Limited
|
|
|
|
|
|
With the exception of Companies marked with an *, all shareholdings are in the name of Sleeperz Hotel Limited. The Companies marked with an * are subsidiaries of Sleeperz Limited.
The above subsidiary undertakings are registered in England and Wales and all Companies have the same registered office included in the Company Information page.
|
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
A bad debt provision of £8,976,906 (2024: £6,325,762) has been recognised in respect of amounts owed by group undertakings for which recoverability is considered to be doubtful as at 31 December 2025.
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured and interest free.
|
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans includes a commercial loan facility with Coutts. The loan is repayable in annual instalments of £500,000, with all remaining amounts due to be repaid in June 2028. However the full balance has been disclosed as due within one year on the basis that as at 31 December 2025 the Group is in breach of some of the financial covenants attached to the loan and so in these circumstances the lender reserves the right to call for the bank loan to be repaid in full upon demand. Interest is charged at 2.75% plus SONIA.
The loan is secured against the assets of Cityroomz Edinburgh Limited, Sleeperz Cardiff Limited, Sleeperz Dundee Limited, fellow subsidiaries of the Company.
The balance on the commercial bank loan as at 31 December 2025 is £9,693,838 (2024: £10,110,868). £89,162 (2024: £114,432) finance fees incurred in relation to the commercial bank loan have been netted off against the loan liability and are being amortised over the term of the loan.
Other loans includes unsecured loans of £4,825,100 (2024: £2,158,870) owed to the shareholders with £2,982,198 (2024: £1,958,870) of that balance owing to Mactaggart Hotel Holdings Limited, the parent Company. During the year, additional loans of £2,666,230 were drawn, which bear interest at the same rate of 5% per annum. The loan is repayable in full on 31 December 2026. Unpaid interest payable of £264,704 (2024: £51,591) has been recognised within accruals and deferred income in respect of these loans.
|
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
£'.00 £'.00
Allotted, callled up and fully paid
40,729,965 (2024: 40,729,965) Ordinary shares of £0.0001 each 4,072.994,072.99
11,600,000 (2024: 11,600,000) A Ordinary shares of £0.0001 each 1,160.001,160.00
909,216 (2024: 909,216) Preferred B shares of £0.0001 each 90.9290.92
1,013,209 (2024: 1,013,209) Preferred A shares of £0.0001 each 101.32101.32
25,599,993 (2024: 25,599,993) M shares of £0.0001 each 2,559.992,559.99
360,077 (2024: 360,077) Deferred M shares of £0.01 each 3,600.773,600.77
1,992 (2024: 1,992) Deferred Ordinary shares of £0.0001 each 0.200.20
11,586.1911,586.19
The share capital note has been presented to two decimal places to provide meaningful disclosure of the Company's share classes and nominal values. All other amounts in the financial statements are rounded to the nearest £1.
Ordinary Shares
Ordinary shares carry one vote per share and rank pari passu with A ordinary and M shares for dividends and other distributions if approved. On a sale, listing, winding up or reduction of capital, holders participate in distributions alongside A ordinary and M shareholders after payments to preferred and deferred shareholders. The shares are non-redeemable.
A Ordinary Shares
A ordinary shares carry one vote per share and rank pari passu with ordinary and M shares for dividends and other distributions if approved. On a sale, listing, winding up or reduction of capital, holders participate in distributions alongside ordinary and M shareholders after payments to preferred and deferred shareholders. The shares are non-redeemable.
Preferred B Shares
Preferred B shares do not carry voting or dividend rights. On a sale, listing, winding up or reduction of capital, holders are entitled to receive £1 per share.
Preferred A Shares
Preferred A shares do not carry voting or dividend rights. On a sale, listing, winding up or reduction of capital, holders are entitled to receive £1,212,000 in aggregate, distributed pro rata between the holders
The Preferred A shares, Preferred B shares and the Deferred M shares hold no voting rights and no right to fixed income.
The Ordinary shares, A Ordinary shares and the M shares carry one vote and carry a right to dividends as and when declared by the Company.
M Shares
M shares carry one vote per share and rank pari passu with ordinary and A ordinary shares for dividends and other distributions if approved. On a sale, listing, winding up or reduction of capital, holders participate in distributions alongside ordinary and A ordinary shareholders after payments to preferred and deferred shareholders. The shares are non-redeemable.
|
|
SLEEPERZ HOTELS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital contribution reserve
The capital contribution reserve includes any investments by the shareholders in the form of a capital contribution.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses, less dividends paid.
On 28 February 2014 the loan note holders and the Company agreed to convert £909,216 of the principal amount of the loan notes into preference share capital in the Company. A total of 909,216 preferred ’B’ shares of £1 each were issued.
Following the partial conversion of the loan notes into preferred 'B’ shares, the terms for the remaining principal of £1,878,484 of the loan notes instrument were revised. The loan notes continue to accrue interest at a rate of 10% per annum. However as the payment of the indebtedness of the principal and interest are now only repayable upon exit or at the discretion of the Company the loan notes have been derecognised from the Statement of Financial Position but exist as a contingent liability of £6,090,173 as at 31 December 2025 (2024: £5,811,402).
|
|
Post balance sheet events
|
Subsequent to the reporting date, the Group, which the Company is a subsidiary of, completed a refinancing of its existing borrowing facilities. On 13th April 2026, the Group entered into a new financing agreement comprising total facilities of £11m, which replaced the existing facilities.
The refinancing extends the maturity profile of the Group's debt to 12th April 2031 and provides additional liquidity to support the Group's ongoing operations and strategic objectives.
The Company's immediate parent undertaking and ultimate controlling party is Mactaggart Hotel Holdings Limited, which is registered in England and Wales.
Mactaggart Hotel Holdings Limited produces consolidated financial statements that can be obtained from Companies House.
|
|
|