The directors present the strategic report for the year ended 31 December 2024.

The company is the parent company to the JG Travel Group Limited group of companies (the "group"), which operates a number of travel brands, including Just Go! Holidays, National Holidays, Omega Breaks and Albion Journeys.

The group is backed by Kings Park Capital ("KPC"), a private equity firm specialising in investments in the leisure sector. KPC’s financial and strategic backing previously enabled the group to acquire the Omega Holidays Group in September 2017 and the rights to the National Holidays brand and database in 2020.

The group has continued the steady improvement delivered in recent years. Revenue for the year was £37.2m, compared to £38.7m in 2023 (as restated). Despite the year-on-year decrease, profitability improved, with gross margin increasing to 26.5% in 2024, up from 25.2% in 2023 (as restated). Similarly, the group's operating profit for the year was £86k against an operating loss of £345k in 2023.

Consumer demand is showing signs of stabilisation, with a growing number of customers willing to travel longer distances. In response, the group has maintained a broad and diverse portfolio of tours across the UK and Europe, while also successfully launching long-haul destinations for the first time in 2024.

The Board remains confident in the outlook for the remainder of 2025 and beyond, anticipating increased demand and higher revenue. This positive forecast is supported by the strength of the group's brands and the enduring appetite for travel among its core customer base.

Principals risks and uncertainties

Market risk

The primary market risk facing the group relates to fluctuations in consumer demand, particularly in light of ongoing pressures from the cost-of-living crisis. Despite these external challenges, the business remains confident due to its strategic focus on the core retired demographic, which benefits from relatively stable and predictable income streams.

While discretionary travel spending is under pressure, demand for coach tours across the UK and Europe has remained resilient. This reflects the continued appeal of value-driven, curated travel experiences among our target customer base.

Looking ahead, the group will continue to prioritise several key strategic areas, including:

• Ongoing brand and product development;

• Expansion of long-haul destination offerings;

• A greater emphasis on higher-value holidays over discounted budget tours;

• Investment in process improvements to deliver seamless customer experiences; and

• A commitment to continuous improvement, underpinned by enhanced data capabilities and digital development.

By remaining competitive, developing new and engaging products, offering strong value for money, and proactively responding to evolving customer preferences, the group is well-positioned to mitigate market risks and maintain a strong market presence.

The group's business model is generally low risk, with its asset-light nature of operations and carefully managed levels of commitments.

Terrorism

The risk of terrorism presents an ongoing threat to global travel demand. While the group is not immune to such risks, its impact is mitigated by the breadth and flexibility of the destinations offered. This diversification allows the group to adjust itineraries and focus on lower-risk regions as necessary. At present, no significant change in terrorism-related risk is anticipated compared to 2024.

Financial risk management

The group's financial instruments primarily include cash at bank, intercompany loans, and standard operational receivables and payables (e.g., trade debtors and creditors). These instruments serve to support day-to-day operations and ensure sufficient working capital for business needs.

Liquidity

The group's operations follow a predictable seasonal pattern. Effective cash management remains a critical focus, with cash flow forecasts prepared and monitored regularly to proactively manage liquidity. The introduction and growth of long-haul products have improved cash flow distribution, especially during the winter period, helping to offset seasonal fluctuations.

Health and safety

The group maintains robust health and safety policies and monitoring systems. Comprehensive reports are submitted regularly to the Board, ensuring full oversight and swift response to any emerging health and safety issues. These practices ensure a safe environment for both customers and employees, in line with the group’s commitment to responsible and secure operations.

Business continuity

The group has a comprehensive business continuity plan in place to ensure operational resilience in the event of disruption. This includes ongoing risk assessments, utilisation of a diverse supplier base, and a detailed disaster recovery framework to safeguard against potential threats and ensure business continuity.

Technology and cyber security

The group relies heavily on its technology infrastructure and online platforms to operate effectively and manage customer data securely. To mitigate the risk of system failures or cyber threats, the group has implemented appropriate contingency plans and continues to invest in technology upgrades. Notably, the integration of CFC response has further strengthened the group's cyber security position and incident response capability.

Employees

Our employees are a core driver of the group's ongoing success. In a highly competitive recruitment landscape within the travel sector, the group is committed to being an employer of choice. This is achieved through:

• High standards of ethical business conduct;

• A strong focus on employee health, wellbeing, and development; and

• Competitive and market-aligned remuneration packages.

The group remains focused on developing and expanding its key brands - Just Go! Holidays, Omega Breaks, and Albion Journeys - while further integrating the National Holidays brand. A core strategic initiative involves the development of products that can be dual-operated across brands, leading to improved operational efficiency and enhanced profitability.

Looking ahead, this growth strategy positions the group to solidify its role as a leading tour operator in the domestic and short-haul group travel market. The directors remain confident that the strength of the group's brand portfolio and product innovation will enable it to meet rising demand for both UK-based holidays and short-haul travel to Continental Europe, catering to both domestic and inbound travellers.

The directors recognise the value of KPIs as an important tool for monitoring business performance and supporting decision-making. However, given the relatively straightforward nature of the group's operations, KPIs are currently limited to gross profit, as disclosed in the group statement of comprehensive income.

Despite a £1.5m reduction in turnover, for the financial year ended 2024, gross profit was £9.8m, representing a slight increase from the £9.7m achieved in financial year ended 2023 (as restated). This increase in absolute gross profit against lower turnover indicates enhanced operational efficiency and cost management.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

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 a group tour operator.

The results for the year are set out on page 9.

No ordinary dividends were paid.

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

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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.true

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.

We have audited the financial statements of JGH Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the 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 2024 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 other than the financial statements and our auditor's 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.

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' 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.

In the light of the knowledge and understanding of the group and the parent company and their 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 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.

As explained more fully in the directors' responsibilities statement, 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 parent company or to cease operations, or have no realistic alternative but to do so.

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

• Performing audit work over the risk of management bias and 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 accounting estimates for indicators of potential bias. 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £205,861 (2023 - £240,422 loss).

JGH Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 111 High Street, Cheltenham, Gloucestershire, United Kingdom, GL50 1DW.

The group consists of JGH Group Limited and all of its subsidiaries.

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 amounts 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 group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. 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: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A; and

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

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company JGH Group Limited together with all entities controlled by the parent company (its subsidiaries). As referred to in the subsidiaries note, the group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude subsidiaries that are immaterial.

All financial statements are made up to 31 December 2024. 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 group.

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

The group has net liabilities at the balance sheet date. Notwithstanding this, the company and its fellow group undertakings, together with certain related parties, have confirmed their intention to continue to provide operational and financial support to the group including their current intention not to call in debts due as included in the group's creditors falling due within one year.

The group has also prepared financial forecasts for a period beyond 12 months from the date of approval of the financial statements. Based on these, and the year-to-date results for 2025, the directors have assessed the group’s ability to continue to adopt the going concern basis of accounting and have determined that there are no material uncertainties that would make this inappropriate.

Having considered budgets, cash flow forecasts, latest management information available and, on the basis of the continued support noted above and continued support provided by current financiers, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Package holidays

Turnover includes revenue earned from the sales of package holidays including transport, accommodation and insurance and is recognised upon commencement of the relevant tour or flight departure date. Monies received by the balance sheet date relating to holidays commencing and flights departing after the period end are included within current liabilities as payments received on account.

Management services

Turnover includes fees charged to related entities for management services to group entities.

Other services

Revenue relating to other services provided are recognised as earned.

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 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

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

Depreciation 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:

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.

In 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.

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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks comprise of tickets held for future tour events.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments are recognised in the group's balance sheet when the group 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, 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 method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

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

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

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, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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.

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

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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

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 leased asset are consumed.

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.

Payments received on account

Payments received on account in creditors represents deposits and full payments received from customers prior to the commencement date of the tour.

Related parties

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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.

The annual amortisation and depreciation charge for intangible and tangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful lives and residual values are re-assessed at each reporting date. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets.

The company conducts impairment reviews of investments in subsidiaries whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired requires an estimation of the recoverable amount which requires the company to estimate the value in use which is based on future cash flows and a suitable discount factor in order to calculate the present value. Where the actual cash flows are less than expected, an impairment loss may arise. After reviewing the business environment and the company's strategies and past performance of its cash generating units, management concluded that there was no impairment of investments in subsidiaries at the current year end.

The directors consider the recoverability of amounts owed by group undertakings at each balance sheet date. Determining whether amounts owed by group undertakings are recoverable or otherwise is based on a review of the ability of the relevant group undertakings to repay debts due to the company either through available cash, through the ability to generate cash in the future, or to repay debts due through other available mechanisms. Where it is determined that group undertakings may not be able to repay amounts owed, either in full or in part, an impairment loss may arise or a provision may be required.

After reviewing the ability of group undertakings to repay debts due to the company at the balance sheet date, the directors have concluded that a provision is required to reduce these balances as they do not consider the amounts to be recoverable in full based on the current financial position of these fellow group undertakings.

As a result, an exceptional expense of £21,057 has been recognised within profit or loss of the standalone financial statements of the company, JGH Group Limited. There is no impact on the consolidated profit or loss of the group as a result of this provision.

Deferred tax assets are required to be recognised to the extent that it is probable (i.e. more likely than not) that sufficient future taxable profits will be available against which the deductible temporary difference or unused tax losses or credits can be recovered or utilised.

Deferred tax assets are reviewed at each reporting date. In considering their recoverability, the group assesses the likelihood of these being recovered within a reasonably foreseeable timeframe, being typically a minimum of two years, taking into account the future expected profit profile and business model of each relevant company or country, and any potential legislative restrictions on use. Short-term timing differences are generally recognised ahead of losses and other tax attributes as being likely to reverse more quickly.

The consideration on whether to recognise a deferred tax asset therefore requires management to make judgements on whether future financial performance will allow previously accumulated taxable losses to be utilised against forecast taxable profits.

In making this judgement, management have considered the future financial performance of the business as part of its normal forecasting cycle and have therefore recognised a deferred tax asset of £500,000 accordingly, using a rate of 25%. The maximum asset that could be recognised as at the balance sheet date is approximately £2,695,000

The estimate takes account of the inherent uncertainties constraining the expected level of profit as appropriate. Changes in these estimates will affect future profits and therefore the recoverability of the deferred tax assets.

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

Their aggregate remuneration comprised:

Total key management personnel and close family compensation for the period was £753,089 (2023: £683,864).

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2).

Group

Exceptional items of £632,084 (2023: N/A) relate to onerous operating leases for properties rented which the company is no longer operating from. Included within this amount is a provision of £500,000 in relation to estimated unavoidable future costs of one of these onerous leases.

Company

Exceptional items in the current year relate to a provision against amounts due from group undertakings where these are not considered to be recoverable by the directors.

As a result, an exceptional expense of £21,057 (2023: N/A) has been recognised within profit or loss of the standalone financial statements of the company, JGH Group Limited.

The actual (credit)/charge 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:

Losses have been incurred for tax purposes and are available for use against future taxable profits. A deferred tax asset has not been recognised in full in respect of these losses as the group does not anticipate them to be fully utilised in the immediate future. The value of the total unrecognised deferred tax asset measured at a standard rate of 25% is approximately £2,195,000 (2023: £2,670,000).

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The group has taken advantage of the exemption under Companies Act 2006 Section 405 to exclude Just Go Vacations LLC, Cruise Offers Limited, LMA2 Limited, Omega Digital Limited and The Coach Holiday Warehouse Limited from the consolidation on the basis that these are neither individually or cumulatively material to the group.

Amounts owed by group undertakings falling due within one year are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

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

The deferred tax asset set out above primarily relates to the utilisation of tax losses and other timing differences expected to reverse against future profits of the same period.

Amounts owed to group undertakings falling due within one year are unsecured, interest free, have no fixed repayment and are repayable on demand.

Amounts owed to group undertakings falling due after more than one year include intercompany loan notes amounting to £2,830,792 (2023: £2,715,085) that are unsecured and accrue interest at a rate of 4.25%. Restrictions placed on the company by its bankers stipulate that intercompany loan notes may not be repaid prior to bank loan facilities, without the written consent of the company's bankers. The final repayment date for the bank loans is scheduled for September 2026.

The bank holds a fixed charge over certain assets belonging to the company and a floating charge over all other property, assets and rights of the company which are not subject to an effective fixed charge or under any other security held by the bank.

All securities and investments belonging to the company are also given as security to the bank facilities held.

All securities and investments belonging to JG Travel Group Limited, Just Go Holidays Limited, Omega Holidays Group Limited and Omega Holidays Limited, subsidiaries of the company, are given as security to the bank facilities held.

In addition to the above, the bank loans are secured by a guarantee limited of £3,062,500 (2023: £3,062,500) from JGH Midco Limited, the immediate parent company. At the balance sheet date, the maximum extent of this guarantee was £910,756 (2023: £1,565,116).

During the year ended 31 December 2020, the company signed an Amendment, Restatement and Confirmation Deed in respect of its bank loans. The terms of the bank loans are set out below:

Principal loan amount:    £1,562,500

Interest rate:        3.50% above LIBOR

Final repayment date:    31 December 2025

This loan is repayable by 20 instalments of £78,125 and a final instalment sufficient to repay the loan in full on the final repayment date.

During the year ended 31 December 2020, the company also entered into a Coronavirus Business Interruption Loan scheme loan ("CBILS"). At the balance sheet date, amounts outstanding on the loan were £598,256 (2023: £940,116) of which £341,860 is in current liabilities and £256,396 is in non-current liabilities. Interest is charged at 3.32% above the Bank of England base rate, with the final instalment scheduled for September 2026.

In the current year, a provision of £500,000 has been made in relation to the estimated unavoidable future costs of an onerous lease on premises rented by the group which it no longer occupies.

This lease has an end date of July 2031 and the amount provided for includes rent payable and an estimate of related costs to be incurred throughout the lease term and in exiting the premises.

Should the group be able to exit the lease prior to July 2031 then an element of this provision may be reversed accordingly.

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.

All rights on all issued and fully paid ordinary shares are equal. There are no restrictions on the payment of dividends or the repayment of capital.

Called-up share capital represents the nominal value of shares that have been issued.

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

Retained earnings includes all current and prior period retained profits and losses.

Company

The company had no financial commitments, guarantees or contingent liabilities at either the current or prior balance sheet date.

Group

At the balance sheet date, all securities and investments belonging to JG Travel Group Limited, Just Go Holidays Limited, Omega Holidays Group Limited and Omega Holidays Limited, subsidiaries of JGH Group Limited, are given as security to the bank facility held within JGH Group Limited. At the balance sheet date, the maximum extent of this security was £910,756 (2023: £1,565,116).

At the balance sheet date, a subsidiary had given a bond to the value of £3,750,000 (2023: £4,000,000) to the Bonded Coach Holiday Group which ultimately protects the deposits made by customers for non-ATOL licensable travel. The bond is guaranteed by insurance policies and a bank guarantee secured by a cash deposit provided by a fellow group company. At the balance sheet date, the bank guarantee was limited to £522,250 (2023: £522,250).

At the balance sheet date, certain subsidiaries had given a bond to the value of £735,758 (2023: £480,000) to the Civil Aviation Authority for a Standard ATOL bond which ultimately protected the deposits made by customers in relation to flight-inclusive holidays. The bond was guaranteed by insurance policies.

At the balance sheet date, a subsidiary had given a bond to the value of £25,000 (2023: £25,000) to ABTA Limited, which ultimately protects the deposits made by customer for non-ATOL licensable travel. The bond is guaranteed by insurance policies.

The group had no other financial commitments, guarantees or contingent liabilities at either the current or prior balance sheet date other than as disclosed in the operating lease commitments note.

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:

As referred to in the provisions note, a provision has been made in the current year in relation to an onerous lease provision and, as a result, the lease commitment in relation to this has been excluded from the above.

During the year, the group paid management charges of £32,142 (2023: £30,000) to a company which has a participating interest in the company and group.

During the year, the group received management charge income of £307,500 (2023: £623,575) from a company which is ultimately controlled by a participating interest in the company and group. The group also paid brand and licence fee costs of £229,194 (2023: £306,637) to the same company. Included in accrued income is £307,500 (2023: N/A) and in accruals is £229,194 (2023: N/A) in respect of these amounts.

At the balance sheet date, the group owed £1,925,805 (£1,888,299) to this company which is ultimately controlled by a participating interest in the company and group.

At the balance sheet date, the group was owed £117,901 (2023: N/A) by a company which is ultimately controlled by a participating interest in the company and group.

The immediate parent company is JGH Midco Limited, a company incorporated and registered in England and Wales. JGH Midco Limited's registered office is the same as the registered office of the company.

The ultimate parent company is JGH Topco Limited, a company incorporated and registered in England and Wales. JGH Topco Limited's registered office is the same as the registered office of the company.

The smallest and largest group of which JGH Group Limited is a member and for which consolidated financial statements are prepared is headed by JGH Topco Limited, a company registered in England and Wales. JGH Topco Limited's registered office is the same as the registered office of the company.

The directors do not consider there to be any one ultimate controlling party.

Group

In the current year, the directors identified that management charges receivable from a related entity of £623,575 were included inappropriately as turnover in the group statement of comprehensive income. In the comparatives presented in these financial statements, this amount of £623,575 has therefore been disclosed as other operating income. Correspondingly, an amount of £307,500 has been included in the financial statements for the current year as other operating income for the same reason.

As a result of the above, there is no change to the loss or net liabilities presented as comparatives in these financial statements compared to as previously reported.

Company

There were no prior period adjustments recognised in relation to the company.