NOTES RECEIVEABLE

6 Months Ended

Jul. 31, 2025

Notes Receiveable

NOTES RECEIVEABLE

17. NOTES RECEIVEABLE

Sale of IBC Hospitality Technologies; IBC Hotels LLC (IBC)

On August 15, 2018 InnSuites Hospitality Trust (IHT) entered into a final sale agreement of its technology subsidiary, IBC Hotels LLC (IBC), to an unrelated third-party buyer (Buyer). As a part of the amended sale agreement, the Trust received a secured promissory note adjusted to the principal amount of $1,925,000 with interest accrued at 3.75% per annum, which is recorded in the accompanying consolidated balance sheet in continuing operations.

● No interest accrued through May 2024, and no payments on the note receivable including principal and interest based on the extended time period were due through May 2024.

● Note is secured by (1) pledge of the Buyer’s interest in IBC, and (2) a security interest in all assets of IBC, provided IHT shall agree to subordinate such equity interest to commercially reasonable debt financing upon request.

● If IBC closes an equity transaction with net proceeds to IBC in excess of $2,500,000, IBC/Buyer shall pay or pre-pay to IHT an amount equal to (a) 50% of the net proceeds received by IBC and (b) 50% of the sum of the unpaid balance of the note and accrued interest accrued but unpaid interest thereon, as the date of receipt of the net proceeds by IBC.

● The note has matured. However, RRF, the Management Subsidiary of IHT is currently the new Management Company of IBC, as of March 6, 2025, and further extended the Note to June 30, 2030, including interest modification to 3.25% payable at maturity, while also potentially pausing interest in part or in full, prior to the note extension.

● Future payments on this note are shown in the table below.

FISCAL YEAR
2031		1,925,000
	$	1,925,000

● Management’s best, conservative valuation of IBC’s assets, and their marketability, in the case of a default by the Buyer.

● There were past negative impacts of the COVID-19 pandemic, on the travel and hospitality industry, in which IBC’s reservation and booking technology operates. IHT strongly believes the IBC business model is sound and viable, partly because IBC focus is on independent hotels. Half of the world’s hotels are non-affiliated independent hotels. There are only two major international hotel reservation systems, both with multi-billion dollar valuation, which are both focused on affiliated hotels.

As of July 31, 2025, management evaluated the carrying value of the note and determined no further impairment is needed at this time. This is detailed further with the aforementioned extension, which allows time for IBC to benefit from the current rebound in the travel, hospitality services, and hotel industries.

IHT had no managerial control nor did IHT have the ability to direct the operations or capital requirements of IBC as of August 1, 2018. IHT had no rights to any benefits or losses from IBC as of August 1, 2018.

On March 6, 2025, Rare Earth Financial (REF), an investment entity owned by the chairman and family of IHT chairman and majority IHT shareholder, purchased IBC Hotels, LLC, and hired RRF, LLLP (RRF), the management company subsidiary of InnSuites Hospitality Trust (IHT) to manage the rebirth of IBC using updated current technology, to benefit from the substantial unfulfilled need by independent hotels worldwide for independent hotel and resort reservations, Boutique branding, and related hotel services. In the process, RRF, a 76% owned subsidiary of IHT and manager of the two IHT hotels, was engaged as manager of IBC obtaining a five-year option to purchase, at cost, IBC Hotels, LLC . This option is believed to provide IHT a valuable opportunity, if successful, to profit from the revitalization of InnDependent Boutique Collection (IBC Hotels). The terms of the note were modified to extend maturity to June 30, 2030, and adjust the interest on the note to 3.25%, payable at maturity.