The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Travelnest Limited is a private company limited by shares incorporated in England and Wales. The registered office is Birchin Court, 20 Birchin Lane, London, EC3V 9DU.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has access to adequate resources to continue in operational existence for at least 12 months from the date the financial statements are authorised for issue and have assessed cash flow forecasts for the next two years in making this assessment. The directors note that the company incurred a net loss of £5,566,186 during the year ended 31 December 2024.

The business secured £5,000,000 equity funding in Q4 2023 and a £2,000,000 R&D grant from Scottish Enterprise in December 2023, on the back which they secured and additional £1,000,000 equity funding, as a condition of the grant funding. In 2025, to further extend the cash headroom in the business plan the business is in the process of raising a further £4,000,000 of equity.

The directors note that loan funding of £4,000,000, arranged in December 2023, has now been fully drawn down.  The ability to retain the repayment terms and ongoing compliance with the loan covenants is contingent on certain revenue growth targets being met during 2025 and 2026.  Whilst management remains confident that it can continue to meet its covenant and capital repayment commitments, with good headroom, we acknowledge that uncertainty of future revenue growth creates risk in relation to non compliance with existing covenants, and therefore presents a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern.

A financial plan has been prepared, and the business will be managed for the next twelve months, through any business performance variations using levers built into the financial model, to ensure that the cash position and runway is maintained and that revenue targets are met.  Management have stress tested the forecasts to ensure that sufficient cash remains in the business for the next 12 months from the date the financial statements are authorised for issue. 

Management has a reasonable expectation that the business will continue to be a going concern for at least 12 months from the date the financial statements are authorised for issue. Therefore, they consider it appropriate to prepare the accounts on a going-concern basis

Turnover is recognised at the fair value of the consideration received or receivable for 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 and settlement discounts.

Turnover from services is recognised by reference to the underlying booking. The turnover is recognised when the outcome can be measured and is certain, which is at the arrival point on each booking.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Software development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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 credited or charged to profit or loss.

At each reporting period end date, the company 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.

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

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 company 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.

Equity instruments issued by the company 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 company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

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 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 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 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 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.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the estimate of shares that will eventually vest.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Grant income is related to R&D activities.

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.

The average monthly number of persons (including directors) employed by the company during the year was 53 (2023 - 48).

In April and November 2024, an additional £2m loan facility was drawn down which is due for repayment over two years. The loan attracts interest at 7% plus the Bank of England Base Rate per annum.

The loan is secured by a fixed and floating charge over the company.

In April and November 2024, an additional £2m loan facility was drawn down which is due for repayment over two years. The loan attracts interest at 7% plus the Bank of England Base Rate per annum.

The loan is secured by a fixed and floating charge over the company.

The estimated fair value of the options was determined at the respective grant date using a Black Scholes model. The weighted average fair value of the options remaining outstanding at the balance sheet date was £0.06.

The weighted average remaining contractual life of the options at 31 December 2024 is 8 years.

The expense (income) recognised for share based payments during the year was £20,150 (31 December 2023: £48,415).

In April 2024 £150k of investment was received for 119,331 of A-4 Preferred Ordinary Shares with a nominal value of £0.001 each.

In June 2024 £192k of investment was received for 152,107 of A-4 Preferred Ordinary Shares with a nominal value of £0.001 each.

In July 2024 £515k of investment was received for 408,928 of A-4 Preferred Ordinary Shares with a nominal value of £0.001 each.

Share premium

The share premium reserve relates to the premium paid on the allotment of shares, less associated share issue costs and reduction of capital in the year.

Profit and loss reserves

Profit and loss reserves are the cumulative net profits or losses in the statement of comprehensive income.

Movements on these reserves are set out in the statement of changes in equity.

Capital redemption reserve

The capital redemption reserve was created in 2018 so that the permanent capital of the company is preserved. The remaining value was offset against share premium, capped at the premium received on the original issue, with the remaining value being shown through retained earnings.

In the opinion of the directors there is no single controlling party.

After the year end date of 31st December 2024, Travelnest Limited received additional investment funds as
follows.

In June 2025 a further 987,672 A-4 Preference Ordinary Shares with a nominal value of £0.001 each were issued for £1,243,842 of consideration.

In July 2025 24,100 A-4 Preference Ordinary Shares with a nominal value of £0.001 each were issued for £30,351 consideration.

A 1 year repayment holiday for the £4m loan was agreed in May 2025, resulting in the next repayment of £250k due on 30/06/2026. The initial (and only) repayment to date of £250k was made 31/03/2025.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified. The following paragraph was included in the audit report.

Material uncertainty related to going concern

We draw attention to Note 1.2 in the financial statements, which states that the company incurred a net loss of £5,566,186 during the year ended 31 December 2024 and requires further growth in revenue to continue to meet targets inherent in covenants in its borrowing terms. As stated in Note 1.2, these events or conditions, along with other matters as set forth in Note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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