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

Rydoo is a dynamic and innovative software-as-a-service (SaaS) company. During the year ended 31 December 2024, Rydoo continues to focus on developing and selling a cutting-edge expense management solution. Rydoo’s mission is to empower organisations of all sizes to streamline their financial processes, reduce operational complexities, and enhance overall efficiency.

With a commitment to redefining the way businesses handle their financial operations, Rydoo has established itself as a trusted partner for companies across various industries. By leveraging the latest advancements in technology and a user-centric approach, Rydoo has created an intuitive cloud-based solution designed to simplify and optimise expense management.

Rydoo sells its products with a user-based subscription model to companies in a wide range of geographies and sizes.

The directors are satisfied with the financial results of the year ended 31 December 2024. The group continued its investment in research and development and thus in the further development of its software. Product improvements were made and new functionalities (e.g., Rydoo Cards module, integrations to various ERPs, etc.) were developed. The group plans to continue investing in research and development to bring new features to the market as well as in its go-to-market function.

We expect the business to continue to positively benefit from the digital transformation trend as Rydoo helps organisations to efficiently manage their expenses and spend.

The parent company manages financial risks according to instructions provided by the Board of Directors.

The company operates internationally, and it is, therefore, exposed to foreign exchange risk arising on the cash flow of sales and expenses, along with exchange differences arising on the consolidation of foreign subsidiaries and associated translation into Euros.

The company has 3rd party debt on its balance sheet and is therefore exposed to interest rate risk. The amount of debt is leveraged against its annual recurring revenues and the evolution of the interests is closely monitored for affordability.

The company’s customer base partly consists of small and medium sized enterprises whose operations may not be as stable as those of larger corporations with a potentially better credit rating. The company’s business is, nevertheless, based on a large number of customers and, therefore, the impact of a single customer on the Group’s revenue is small. Nevertheless, the customer churn rates are closely monitored, the efficient customer success team contributing to keep these rates low.

The group primarily measures business success based on sales development, specifically recurring sales from subscription contracts.

The directors monitor the company's and that of Resort Topco Limited financial performance against strategic objectives using key performance indicators (KPI’s) on a regular basis. Annual Recurring Revenue continues to be the key performance indicator for the group, along with gross profit, EBITDA and cashflow.

The Resort Bidco Limited's group results for the year are in line with the expectation of the directors and provide a solid base for future activities.

The revenue of the group reached €18,297k (2023 - €15,519k), fuelled by a solid expansion of the existing client portfolio but also thanks to new client acquisitions, that have particularly strengthened since mid-2022. Despite the COVID-19 pandemic, the Group had robust customer demand for the services offered.

The group generated a loss before tax of €4,757k (2023 - €3,479). Total assets at the year-end totalled €27,894k (2023 - €30,061k).

On June 16, 2024, Marlin-Rydoo Aggregator, L.P. (controlled by Marlin Ultimate GP (Cayman) LLC) signed a sale and purchase agreement to sell their majority stake in Resort Topco Ltd to Legendre Holding 112 (controlled by Eurazeo SE), while retaining a small portion of the shares. On the same day, other minority shareholders also chose to sell their shares to Legendre Holding 112. The transaction is set to be completed on September 26, 2024, after which the ownership of Resort Topco Limited will change.

The directors have no other plans for further reorganization or change in the near future and remain cautious but optimistic in light of the group’s position and macro-economic factors.

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 was that of a holding company.

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

No ordinary dividends were paid during the year (2023: €nil). The directors do not recommend payment of a final dividend.

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

The auditor, Richard Place Dobson Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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

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 company and of the profit or loss of the company for that year. 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 company will continue in business.

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

We have audited the financial statements of Resort Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, 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 UK adopted International Financial Reporting Standards.

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 profit for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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.

Emphasis of matter - Basis of preparation

We draw attention to Note 1.2 to the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We have made enquiries of management, and directors, regarding the procedures relating to identifying, evaluating and complying with:

1. laws and regulations and whether they were aware of any instances of non-compliance;

2. detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

3. the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

Discussion among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas:

An overall review was conducted of the transactions in the year and post year end for evidence of manipulation by management. Explanations obtained for any non standard journal entries of material transactions. A sample of costs are checked to ensure they relate to legitimate business expenditure and for evidence of approval.

We considered the underlying investments for evidence of impairment. In doing this we considered the current and forecast trading performance of the business and potential future cash-flows. We also considered the valuation of prospective potential transactions in the shares of the group.

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.

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.

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

The accompanying notes on pages 11 to 16 form part of these financial statements.

Resort Midco Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Marlin Equity Partners, 4th Floor, 1 Newman Street, London, United Kingdom, W1T 1PB. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 €1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• presentation of a statement of cash flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of key management personnel compensation;

• disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

• the effect of financial instruments on the statement of comprehensive income;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• related party disclosures for transactions with the parent or wholly owned members of the group.

Resort Midco Limited is exempt from the requirement to prepare group accounts under section 401 of the Companies Act 2006.

Where required, equivalent disclosures are given in the group accounts of Eurydoo NV. The group accounts of Eurydoo NV are available to the public from its registered office, Eurydoo NV, de Meeussquare 35, 1000 Brussel, Belgium.

The financial statements have not been prepared on a going concern basis.true

The Directors have assessed the Company’s current financial position and future prospects and have concluded that it is no longer appropriate to prepare the accounts on a going concern basis. This decision has been made in light of a decision to wind up the business, which indicates that the Company will not be able to continue its operations in the foreseeable future.

As such, the financial statements have been prepared on a break-up basis, which reflects the expected realisation of assets and settlement of liabilities in the normal course of winding up the business. Assets have been written down to their estimated recoverable amounts, and liabilities include provisions for any known or anticipated costs of closure.

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

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value

and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through

profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

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

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

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

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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 year when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The audit fee for this entity of £4,375 (2023: £5,000) is borne by a fellow group company.

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

Employees are remunerated by another entity within the group, Resort Bidco, and no costs in respect of their services have been recharged to this entity.

The charge for the year can be reconciled to the loss per the income statement as follows:

Following the March 2021 Budget, the UK corporation tax rate increased to 25% from April 2023. The UK corporation tax rate was 25% throughout the year.

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

Registered office addresses (all UK unless otherwise indicated):

Both classes of share capital are non-redeemable and rank equally in terms of dividend and capital distribution rights. Each share is entitled to one vote.

The immediate controlling company is Resort Topco Limited which has a registered office of C/O Marlin Equity Partners, 4th Floor, 1 Newman Street, London, United Kingdom, W1T 1PB.

The ultimate controlling party is Eurydoo NV, which is the smallest and largest group in which the Company’s accounts are consolidated, and has a registered office of Eurydoo NV, de Meeussquare 35, 1000 Brussel, Belgium.

Subsequent to the reporting date, the Directors undertook a review of the Company’s financial position and future prospects. As a result of this review, and in light of decision to cease operations, the Directors resolved to wind down the business.

Accordingly, the financial statements have been prepared on a break-up basis to reflect the Company’s expected cessation of trade and the realisation of assets and settlement of liabilities in the normal course of winding up.