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Registered number: 00904769
GRAY DAWES TRAVEL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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GRAY DAWES TRAVEL LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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GRAY DAWES TRAVEL LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Profit and Loss Account
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Notes to the Financial Statements
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GRAY DAWES TRAVEL LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
Gray Dawes Travel Limited is the parent company and along with its subsidiary undertakings delivers business travel management to a wide variety of mainly corporate clients in various geographical markets. The trading name Gray Dawes is fulfilled in the UK by the company, by VCK Travel BV in The Netherlands, MP Travel Pty Limited and Verve Travel and Leisure Pty in Australia, and by Gray Dawes Travel Inc, Express Travel of Miami and General Wholesalers Travel and Tours Inc in North America. Alongside the local market service, collectively the group offers global coverage around the clock: “Always On”.
The Group has grown through acquisition in the year, with the addition of General Wholesalers Travel and Tours Inc and Verve Travel and Leisure Pty complimenting the existing operations in USA and Australia respectively.
The group has continued to engage with alternate working patterns (hybrid of office and home based) in response to staff requests.
Leveraging our staff and service stability has facilitated a successful year for our organic sales team, with the benefits of presence in USA in particular supporting a number of UK led opportunities.
The migration to a global technology stack has continued in the year and has been underscored by the signing of a long term partnership with Sabre to supply Global Distribution System (GDS) access globally. The full migration is targeted to be completed by March 2026.
The Board recognises the critical role of all staff in the continuing success of the Group and have maintained a strong focus on staff remuneration packages with competitive salary increases, a generous annual bonus scheme and incentives tailored to various areas of the business, aligned to the overall Group objectives of delivering increased value to shareholders.
Annual turnover has increased by 37% primarily driven from a full year (prior year - 3months) contribution from the Netherlands business, volume in UK increased 5% on a like for like basis. The two acquired businesses have added marginally to volume in the year. Administrative expenses have grown primarily through an increase in staff costs as the business has geared up globally to ensure a consistent level of service continues to be delivered. As a result operating profit has declined slightly from 25% to 23%. Acquistions in the year (and deferred payments on earlier acquisitions) have continued to be funded from existing resources and the group is on schedule to be debt free during the next financial year.
Future Developments
We continue to search for opportunities to acquire similar travel agency businesses to build on the successes so far and strengthen the 24 hour “always on” service offering required by an increasing number of clients, as well as focussing on organic growth via new and existing clients in all markets.
The board of directors maintain very close contact to the business with the Inchcape Family fully supporting future plans both commercially and financially.
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GRAY DAWES TRAVEL LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Principal risks and uncertainties
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Effective customer service
Expected future client trading levels are monitored and staff resources actively managed and increased as necessary, in order to continue to offer excellent service to the growing client base.
On an ongoing basis the main risk to our business is loss of access to systems and data. This has been mitigated by a disaster recovery plan and the ability to move staff, calls and emails between the main office locations if required. The increase in hybrid and home working as noted above also reduces this risk, as does the growing international footprint of the Group.
The diversity of the client base across the group has increased with acquisition meaning a smaller percentage of clients operate within any one sector or geographical market thereby reducing reliance on specific sectors/markets.
External risk factors
Disruption to international and domestic travel can be caused by a variety of factors outwith the Group’s direct control. Where disruption is temporary in nature (weather/localised disruptions) the availability of additional staff to support the core 24/7 service offering is deployed, for longer term disruption (pandemic and wider economic factors) the Board carefully considers the expected duration of the disruption and tailors the response to ensure continuity of service delivery whilst managing the medium term cost implications.
Foreign exchange risk
With the growing geographical spread of the business there is an increased exposure to different currencies and with that an increase in foreign exchange risk. Where possible the group continues to source content in market, thereby minimising foreign exchange risk. Where trading is undertaken across currencies the group seeks to minimise the time between booking and settlement to reduce the exposure to foreign exchange fluctuations. Where funds are required for international expansion the group undertakes review of the foreign exchange markets and as soon as there is high likelihood of the funding being required secures the local currency to crystalise the cost of the acquisition in question.
Credit risk
The principle credit risk is attributable to trade debtors and is managed through third party credit insurance on client debt, which requires monitoring and reporting on adherence to individual credit terms.
Financial key performance indicators
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The key performance metrics of the Group are monitored closely by The Board and have improved substantially over the year.
Trading volumes are tracked against the annual budget and revised forecasts where necessary based on updated view of prevailing performance.
Cash balances vary greatly through each trading month and across the year, dependent on the settlement terms with suppliers and customers. The level of cash balances are monitored daily and managed (in agreement with clients and suppliers) to maximise available funds and yield significant interest income.
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GRAY DAWES TRAVEL LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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Average number of employees
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Other key non-financial performance indicators
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The effective dataflow from booking platforms to back office accounting records is monitored daily to ensure timely billing of clients to optimise the working capital cycle.
Operational staff productivity is measured monthly to ensure effective delivery of service is achieved across all
the client base.
Directors' statement of compliance with duty to promote the success of the Group
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Large companies (which the Group qualifies as) are required to publish a statement setting out how the Board have complied with Section 172(1) of the Companies Act 2006, this requires the Board to act in a manner they consider would most likely promote the success of the Company for the benefit of its members as a whole, and in doing so having regard to:
∙ likely consequences of any decisions in the long term;
∙ interest of employees;
∙ need to foster close business relationships with customers, suppliers and others
∙ impact of the group’s operations on the community and environment
∙ maintaining a reputation for high standard of business conduct
∙ acting fairly in regard to all members of the company
Directors’ Statement as required by section 414CZA of The Companies Act 2006
The Directors’ consider, individually and collectively, that, in the decision making during the year ended 31 March 2025, we have acted in good faith and in a manner which would be most likely to promote the success of the Group for the benefit of its members as a whole.
Decision making
The Board comprises those listed in the Directors’ Report and draws experience and expertise from the travel industry as well as wider commercial environments. The Board meets formally on a regular basis where a review of prevailing trading conditions is undertaken and future opportunities discussed. The Board is supported by key functional heads from across the business (executive leadership team) who are in attendance at formal meetings and are tasked with delivering the agreed objectives of the Board. Minutes of meetings are maintained.
Employees
Staff are key stakeholders in the business. Retention is an important factor in maintaining service delivery excellence; the continuing development of existing staff, involvement in decision making through the Works Council in Netherlands and staff consultative committees elsewhere, monthly Group performance updates delivered by the executive leadership team along with effective remuneration schemes are key to creating a work environment where staff feel valued and fulfilled. Annual conferences are held in each geographic market to allow all employees to celebrate the success of the business. Our staff are representative of the communities from which they are drawn and the Group encourages staff through allowing paid leave absence to participate and support initiatives in their communities, to which the Group also contributes.
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GRAY DAWES TRAVEL LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Clients
The Group is dependent on the continuing confidence and patronage of our clients. Our focus on service delivery excellence, through highly qualified staff able to access a wider choice of appropriate travel options, facilitated through our extensive content offerings encourages client retention. And when things don’t go as planned our “Always On” service offering provides the peace of mind for the delayed/inconvenienced traveller.
Suppliers
Our Suppliers are our partners that allow us to deliver for our clients. We engage actively with Suppliers to ensure that we receive the best options for onward sale to Clients and we provide constructive feedback to allow Suppliers to enhance these services/products.
Environment
Our own carbon footprint is relatively low (as reported in the Directors’ report) but we recognise that the travel (particularly air) we book on behalf of our clients creates substantial emissions. Where alternate lower emission travel is viable we make this available to our clients, we partner with a carbon offset business and at the request of clients we handoff data that allows those clients to mitigate their footprint through offset. We continue to monitor our own emissions and seek to minimise where possible.
Each of the annual conferences has focused on raising contributions to charities, with a particular emphasis on local food and international mobility charities.
High Standards of business conduct
The Board seek to engage on a fair and equitable basis with all business partners, recognising that the best outcomes for all stakeholders can be achieved in this manner. The group holds various ISO accreditations: #9001 (Quality), #14001(environmental Management), #22301 (Business Continuity Management), #27001 (Information Security Management), #27701 (Privacy Information Management), which collectively support the operational framework and ethos of the Group.
This report was approved by the board and signed on its behalf.
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GRAY DAWES TRAVEL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £8,700,177 (2024 - £6,921,097).
The directors have recommended a dividend amounting to £4,400,000 (2024: £3,600,000) for the financial year.
The directors who served during the year were:
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GRAY DAWES TRAVEL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
The Group has in place a policy to indemnify its directors, to the extent permitted under applicable laws and Articles of Association of the Company.
Engagement with disabled persons
The Group is committed to promoting equal opportunities and fostering an inclusive workplace.
We adopt a comprehensive policy towards the empowerment and inclusion of persons with disabilities.
Engagement with suppliers, customers and others
Our engagement with suppliers, customers and others are detailed within the strategic report.
Engagement with employees
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The Group is committed to a policy of recruitment on the basis of aptitude without discrimination of any kind. The Group has had a staff consultative committee in place for a number of years and this group meets regularly, the group is tasked with developing policy recommendations in relation to staff development and benefits and passes any other recommendations to management as they arise, representatives are drawn from all areas of the business. On a monthly basis members of the executive leadership team deliver business performance updates to all staff.
In the Netherlands the existing Works Council has continued to engage in regular meetings with the local Managing Director.
Staff are remunerated through a combination of salary and incentives linked to individual and group performance.
Streamlined Energy and Carbon reporting (“SECR”)
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The Group is committed to reducing the carbon impact and energy consumption of the business, and to supporting our clients in reducing the impact of their travel on the environment.
The table below shows data for the UK trading company (Gray Dawes Travel Limited), the impact of foreign subsidiaries is excluded as reporting is not required for these businesses.
The Group has no emissions that are categorised as Scope 1 – direct emissions. In applying the ghg factors we have adopted a days blending split. We have not reported on Well to Tank (WTT) emissions.
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Scope 2 - energy indirect
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Ghg conversion factors applied to supplier billing
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GRAY DAWES TRAVEL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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Ghg conversion factors applied to mileage records
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Scope 2 Energy consumption (and associated emissions) have reduced by 18%, energy consumption in Colchester head office started reducing in middle of the previous year and has continued at lower rate throughout current year.
Scope 3 emissions have reduced by 17%, self driven mileage and domestic business travel emissions have reduced by 20% whilst international travel has generated 16% less emissions.
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Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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GRAY DAWES TRAVEL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
This report was approved by the board and signed on its behalf.
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GRAY DAWES TRAVEL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAY DAWES TRAVEL LIMITED
We have audited the financial statements of Gray Dawes Travel Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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 or the 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.
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GRAY DAWES TRAVEL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAY DAWES TRAVEL LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.
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GRAY DAWES TRAVEL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAY DAWES TRAVEL LIMITED (CONTINUED)
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work over the risk of management 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 bias;
∙Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
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GRAY DAWES TRAVEL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAY DAWES TRAVEL LIMITED (CONTINUED)
Secondly, the Group is subject to many other laws and regulations where the consequence of noncompliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Group’s license to operate. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, employment law, ATOL and IATA compliance recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Yasin Khandwalla FCCA (Senior Statutory Auditor)
for and on behalf of
Xeinadin Audit Limited
Chartered Accountants
Statutory Auditor
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD
25 September 2025
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GRAY DAWES TRAVEL LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the year attributable to:
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The notes on pages 19 to 43 form part of these financial statements.
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GRAY DAWES TRAVEL LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
Profit for the financial year
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Other comprehensive income
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Owners of the parent Company
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Total comprehensive income attributable to:
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Owners of the parent Company
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The notes on pages 19 to 43 form part of these financial statements.
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GRAY DAWES TRAVEL LIMITED
REGISTERED NUMBER: 00904769
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.
The notes on pages 19 to 43 form part of these financial statements.
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GRAY DAWES TRAVEL LIMITED
REGISTERED NUMBER: 00904769
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006
and has not presented its own Profit and loss account in these financial statements.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2025.
The notes on pages 19 to 43 form part of these financial statements.
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GRAY DAWES TRAVEL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Equity attributable to owners of parent Company
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Comprehensive income for the year
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Dividends: Equity capital
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Comprehensive income for the year
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Foreign exchange on conversion
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Dividends: Equity capital
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The notes on pages 19 to 43 form part of these financial statements.
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GRAY DAWES TRAVEL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
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Comprehensive income for the year
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Dividends: Equity capital
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Comprehensive income for the year
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Dividends: Equity capital
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The notes on pages 19 to 43 form part of these financial statements.
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Gray Dawes Travel Limited is a private company limited by shares incorporated in England and Wales, United Kingdom.
The address and the principal place of business of the registered company is given on the Company Information page of these financial statements.
The principal activity of the Group continued to be that of travel and expense management for corporate clients and individuals.
2.Accounting policies
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Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
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Exemptions for qualifying entities under FRS 102
|
The Group has taken advantage of the following exemptions on the basis that the equivalent disclosures are included in the consolidated financial statements:
(i) Cash flow statement - Under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows, on the basis that it is a qualifying entity and its parent company, Inchcape Family Estates Limited, includes the Company's cash flows in its own consolidated financial statements.
(ii) Key management personnel - Under FRS 102 paragraph 1.12(e), from disclosing the key management personnel in the Group on the basis that it is a qualifying entity and its parent company, Inchcape Family Estates Limited, includes this disclosure in its own consolidated financial statements.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Turnover represents amounts earned during the year from transactions fees, management fees, commissions receivable and other income in accordance with contractual arrangement, exclusive of Value Added Tax. Revenue is taken to the profit and loss account based on the date of booking.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Where the Group act as Principal, turnover is recognised on a gross basis at the date of departure.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition.
Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life. The finite useful life of goodwill is estimated to be 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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Impairment of fixed assets and goodwill
|
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using following methods.
Depreciation is provided on the following basis:
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Over the term of the lease
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Over the term of the lease
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15% reducing balance; 2-10 years Straight line
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated profit and loss account.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'Administrative expenses'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates defined contribution plans for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
Business combinations are accounted for using the purchase method as at the acquisition date, which is the date on which control is transferred to the entity.
At the acquisition date, the group recognises goodwill at the acquisition date as:
∙the fair value of the consideration (excluding contingent consideration) transferred; plus
∙estimated amount of contingent consideration (see below); plus
∙the fair value of the equity instruments issued; plus
∙directly attributable transaction costs; less
∙the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities and contingent liabilities assumed.
When the excess is negative, this is recognised and separately disclosed on the face of the balance sheet as negative goodwill. Consideration which is contingent on future events is recognised based on the estimated amount if the contingent consideration is probable and can be measured reliably. Any subsequent changes to the amount are treated as an adjustment to the cost of the acquisition.
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|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
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 recognised 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 Statement of comprehensive income in the period in which the estimate is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.
Critical judgements:
Revenue recognition
The group recognises revenue based on the date of booking, which in the directors' judgement, is the most appropriate revenue basis as this matches the point at which the services is performed.
Key sources of estimation uncertainty:
Intangible assets
Intangible assets are reviewed annually for impairment if events or changes in circumstances, such as changes in technology, market or economic conditions indicate changes to the useful economic life of an asset. Intangible assets consist of Goodwill, assets acquired separately, and assets acquired as part of a business combination.
The directors are of the view that there are no other estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
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|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The whole of the turnover is attributable to travel and expense management for corporate clients and
individuals.
Turnover analysed by geographical market:
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The operating profit is stated after charging:
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Other operating lease rentals
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Defined contribution pension cost
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During the year, the Group obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
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|
Fees payable to the Company's auditors for non-audit services
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The auditing of accounts of associates of the Company
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|
|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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|
Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £3,271,453 (2024 - £2,909,765).
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|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,856 (2024 - £6,889).
|
|
|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
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Other interest receivable
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Interest payable and similar expenses
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Origination and reversal of timing differences
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|
Adjustments in respect of prior periods
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|
|
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|
|
|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
11.Taxation (continued)
|
|
Factors affecting tax charge for the year
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|
|
The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:
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Profit on ordinary activities before tax
|
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|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
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|
|
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
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|
|
Adjustments to tax charge in respect of prior periods
|
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|
|
Adjustments to tax charge in respect of previous periods - deferred tax
|
|
|
|
|
Other differences leading to an increase (decrease) in the tax charge
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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On acquisition of subsidiaries
|
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Foreign exchange movement
|
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Charge for the year on owned assets
|
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|
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On acquisition of subsidiaries
|
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Foreign exchange movement
|
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On 1 April 2024, goodwill was attributable to subsidiaries acquired in prior periods and subsequently hived up, namely MP Travel Pty. Limited, VCK Travel B.V., and Express Travel of Miami, Inc. During the year, goodwill additions predominantly arose from the acquisitions of Verve Travel & Leisure Pty Ltd and General Wholesalers Travel & Tours Inc (See note 24).
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
13.Intangible assets (continued)
|
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Acquisition of subsidiary
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Charge for the year on owned assets
|
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Acquisition of subsidiary
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
14.Tangible fixed assets (continued)
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|
|
|
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Charge for the year on owned assets
|
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Investments in subsidiary companies
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|
GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
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|
The following were subsidiary undertakings of the Company:
|
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Amber Road Hotels Limited
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Amber Road Travel Limited
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Amethyst Corporate Enterprises Limited<
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Gray Dawes Holidays Limited
|
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Gray Dawes Travel Pty Limited
|
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Gray Dawes Travel (NZ) Pty Ltd*
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Verve Travel and Leisure Pty Ltd*
|
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Gray Dawes Travel Holding B.V.
|
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Express Travel of Miami, Inc.***
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General Wholesalers Travel & Tours Inc.***
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*this is a wholly owned subsidiary of Gray Dawes Travel Pty Limited
** this is a wholly owned subsidiary of Gray Dawes Travel Holding B.V.
*** this is a wholly owned subsidiary of Gray Dawes Travel Inc.
<dormant subsidiary dissolved post year end.
On 31 August 2024, Gray Dawes Travel, Inc. acquired 100% ownership of General Wholesalers Travel & Tours Inc. based in US (see note 24).
On 31 October 2024, Gray Dawes Travel Pty Limited acquired 100% ownership of Verve Travel and Leisure Pty Ltd, based in Australia (see note 24).
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
Due after more than one year
|
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|
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Amounts owed by group undertakings
|
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Amounts owed by group undertakings
|
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Prepayments and accrued income
|
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Cash and cash equivalents
|
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
|
|
Creditors: Amounts falling due within one year
|
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Secured loans:
The Group entered into a loan facility during year ending 31 March 2022 for £7,400,000, repayable over a term of 3 year 6 months, attracting an interest rate of 2.5% over base rate. At the year end, £1,056,860 (2024: £3,347,590) remained payable.
Legal charges and securities:
The Group has a bank overdraft facility of £2,500,000, repayable on demand. To secure the bank overdraft facility and loan facility detailed above, the Group has entered into a Composite Company Limited Multilateral Guarantee with HSBC Bank Plc, dated 18 January 2018. At the year end the utilisation of the facility was £nil (2024: £nil).
The bank loans are secured by way of negative pledge and debenture comprising fixed and floating charges over all the assets and undertaking of the company including all present freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future.
BSP:
At the year end the Group had £10,268,966 (2024: £11,398,766) air payments payable in the BSP ticketing system due to airlines.
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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Other Creditors includes deferred consideration payable on the acquisition of subsidiaries.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Charged to profit or loss
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Charged to profit or loss
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Accelerated capital allowances
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Short term timing differences
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Allotted, called up and fully paid
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150,000 (2024 - 150,000) Ordinary shares of £1.00 each
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
Foreign exchange reserve
Includes foreign exchange gain and losses.
Profit and loss account
Includes all current and prior period retained profit and losses.
During the year, the Group completed acquisitions of following entities-
On 31 August 2024, Gray Dawes Travel, Inc. acquired 100% ownership of General Wholesalers Travel & Tours Inc. based in US.
On 31 October 2024, Gray Dawes Travel Pty Limited acquired 100% ownership of Verve Travel and Leisure Pty Ltd, based in Australia.
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Acquisition of General Wholesalers Travel & Tours Inc.
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Provisions for liabilities
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Total Identifiable net liabilities
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Total purchase consideration
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Total purchase consideration
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
24.Business combinations (continued)
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The goodwill arising on acquisition is attributable to the client list and staff experience retained within the acquired business.
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The results of General Wholesalers Travel & Tours Inc. since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
24.Business combinations (continued)
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Acquisition of Verve Travel and Leisure Pty Ltd
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Provisions for liabilities
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Total Identifiable net assets
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Total purchase consideration
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Total purchase consideration
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
24.Business combinations (continued)
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The goodwill arising on acquisition is attributable to the client list and staff experience retained within the acquired business.
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The results of Verve Travel and Leisure Pty Ltd since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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Gray Dawes Travel Limited currently holds an Air Travel Organisers’ License (‘ATOL’) issued by the Civil Aviation Authority (‘CAA’) and is an accredited agent of the International Air Transport Association (‘IATA’). As at 31 March 2025, there were no contingent liabilities, in the normal course of business, in respect of CAA or IATA regulatory and financial requirements.
As at 31 March 2025, there were no other material contingent liabilities.
The Group operates defined contribution pension plans for its employees. The assets of the plans are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £798,004 (2024: £523,114). Contributions totalling £160,916 (2024: £145,704) were payable to the funds at the balance sheet date and included within other creditors.
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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Commitments under operating leases
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At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption to disclose related party transactions with companies that are wholly owned within the Group.
During the year, the Company paid £840 (2024: £17,737) to J Horner, spouse of S Horner in relation to repair work.
There were no other transactions with related parties.
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Post balance sheet events
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The directors have concluded that no material events have occurred since the date of approval of these financial statements that would affect the financial statements of the company.
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GRAY DAWES TRAVEL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
The immediate parent undertaking is Inchcape Family Estates Limited.
The ultimate controlling party is the trustees of the Third Earl of Inchcape’s 1960 Settlement.
The largest group to consolidate these financial statements is Inchcape Family Estates Limited. Copies of the consolidated financial statements can be obtained from the Company Secretary at 25 St Thomas Street, Winchester, S023 9HJ.
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