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REGISTERED NUMBER: 11745457 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

EVOLUTION TRAVEL GROUP LTD

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Director 8

Report of the Independent Auditors 10

Consolidated Income Statement 13

Consolidated Other Comprehensive Income 14

Consolidated Balance Sheet 15

Company Balance Sheet 16

Consolidated Statement of Changes in Equity 17

Company Statement of Changes in Equity 18

Consolidated Cash Flow Statement 19

Notes to the Consolidated Cash Flow Statement 20

Notes to the Consolidated Financial Statements 21


EVOLUTION TRAVEL GROUP LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTOR: Mr Peter Hudec





REGISTERED OFFICE: 9 Kerry Street
Horsforth
Leeds
LS18 4AW





REGISTERED NUMBER: 11745457 (England and Wales)





AUDITORS: Q&K Auditors Ltd
14 Clifton Moor Business Village
James Nicolson Link
York
YO30 4XG

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024


The director presents his strategic report of the company and the group for the year ended 31 December 2024.

This Strategic Report has been prepared in accordance with the requirements of sections 414A-414D and related provisions of the Companies Act 2006. Its purpose is to provide a fair, balanced and comprehensive review of the development, performance and position of the Group during the financial year, together with a description of the principal risks and uncertainties it faces. The report also outlines the Group's business model, key financial and non-financial performance indicators, stakeholder and governance considerations, and the main factors likely to affect the Group's future development.

Corporate Structure

The Group operates through a two-tier holding structure consisting of entities incorporated in Malta, the United Kingdom, and Spain. The ultimate parent undertaking is Evolution Travel Group Limited, a UK-incorporated non-trading holding company owned entirely by the ultimate beneficial owners (UBOs). Evolution Travel Group Limited wholly owns ET Holding Limited, a Malta-incorporated non-trading holding entity, which in turn owns 100% of all operational and non-operational subsidiaries.

Evolution Travel Limited (Malta) is the primary trading entity of the Group, responsible for the core commercial activity and generating approximately 94% of the Group's external revenues.

Evolution Travel Network Limited (United Kingdom) generates c.6% of Group revenue and is responsible for training, onboarding, and licensing of the Group's proprietary software to independent Travel Consultants ("TCs"). Evolution Travel Network Limited also owns part of the Group's intellectual property.

Evolutiontech Limited (Malta) is a non-trading entity currently used for internal corporate purposes and is under consideration as the future consolidated intellectual property holding company.

Evolution Travel Iberia SL (Spain) is a non-trading entity holding a tour operating licence, maintained primarily as a strategic vehicle for future expansion into additional markets.

The Group's economic activity is therefore concentrated in Evolution Travel Limited and Evolution Travel Network Limited, while the remaining entities support corporate, strategic, and regulatory positioning.


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

REVIEW OF BUSINESS
Business Model

The Group operates an integrated travel services model combining a centralised tour operating function with a network of independent Travel Consultants ("TCs"), enabled by a proprietary digital platform and complemented by a third-party integrated system.

Evolution Travel Limited functions as the Group's principal revenue-generating entity, acting as a tour operator and online travel agency selling travel products exclusively to B2C individual travellers. Sales are driven primarily by independent TCs who operate remotely, using the Group's technology and processes. Evolution Travel Limited is responsible for procurement, pricing, booking operations, after-sales support, and customer service.
Evolution Travel Network Limited, based in the UK, provides training and onboarding for TCs, licences the proprietary software platform (subject to an initial entry fee and annual renewal fee), and receives royalties from Evolution Travel Limited for the use of intellectual property. Evolution Travel Network Limited does not sell travel to consumers and holds no UK travel regulatory authorisations. It operates purely as an internal support and enablement entity.

The Group's operations are underpinned by a proprietary technology platform developed internally, encompassing modules for booking, CRM, back-office management, supplier administration, financial tracking, and workflow automation. A third-party platform licensed to Evolutiontech Limited is integrated into the system architecture and licensed onward to Evolution Travel Limited, enhancing inventory breadth and operational flexibility. The combined architecture is exclusive to the Group's business model and not marketed externally.

Customer activity is concentrated in Italy, with occasional sales from other European countries and the United States. The consultant network is primarily Italy-based, with smaller representation in Spain and other countries.
Evolution Travel Limited sources travel inventory through direct contracts with hotels, DMCs, cruise companies, bedbanks, and third-party tour operators, with all supplier relationships held centrally. TCs cannot independently contract suppliers.

Revenue streams comprise mark-ups, commissions, and service fees for Evolution Travel Limited, and entry fees, annual licensing, and royalty income for Evolution Travel Network Limited.

The Group benefits from several competitive advantages, including a scalable independent consultant model, digital-first structure, comprehensive proprietary technology, centralised procurement, strong local market presence, and consistent year-on-year growth.

Even after the reporting period, operational momentum continued: volumes increased by approximately 16% year-to-date to November 2025 (vs November 2024), passengers increased by approximately 8% over the same period, and margins improved due to long-haul sales growth. The consultant network also expanded, with new joiners consistently outnumbering leavers.

Financial Performance

The Group delivered strong financial performance during the year, with consolidated revenue of approximately €32.15 million, representing year-on-year growth of around 8%. Performance was supported by higher sales volumes, strong demand for long-haul destinations, and increased average booking values.

Gross margin was approximately 11%, operating margin approximately 3.3%, and net profit margin approximately 3.1%.

Margin performance benefitted from favourable product mix, disciplined cost control, and stable underlying overheads.

Key performance drivers included growth of the consultant network, higher conversion rates, strong activity in core markets, and robust demand for higher-value destinations. No significant foreign exchange or royalty-related impacts occurred during the period.


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Operating costs increased broadly in line with activity levels. Consultant incentives rose proportionally, staff costs increased due to internal expansion, and advertising expenditure increased as part of the Group's brand and growth strategy. Other overheads remained stable due to the Group's remote-enabled structure.

Total cash and cash equivalents exceeded €5 million at year-end. Operating cash flows amounted to approximately €2.5 million, with total net cash flow of approximately €1.8 million, reflecting an improvement of around 12.5% compared with 2023. Working capital remained positive, supported by strong cash collection. The Group operates without external debt.

The Group continued investing in technology enhancements and AI-supported tools. No capital injections, restructuring costs, or material regulatory impacts occurred. IP restructuring remains under consideration.

Key Performance Indicators

Unless otherwise stated, the financial information in this Strategic Report relates to the audited results for the year ended 31 December 2024. Certain operational indicators, where noted, refer to year-to-date performance to November 2025 and are included solely to illustrate post-year-end trends; these do not form part of the audited 2024 financial statements.

The Director monitors selected financial and operational KPIs to assess performance.

- Financial KPIs:
o Revenue growth: approximately 8% year-on-year.
o Gross margin: approximately 11%.
o Operating cash flow: approximately €2.5 million.
o Total net cash flow: approximately €1.8 million.

- Operational KPIs:
o Passenger growth: steady/slightly negative in 2024 vs 2023, but increasing by approximately 8% year-to-date to November 2025.
o Consultant network growth: net positive, with joiners consistently exceeding leavers.


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The Group faces a number of risks and uncertainties inherent to its business model and to the travel industry. Overall, these risks are considered low to moderate.

The Director, supported by the Board of Evolution Travel Limited and the directors of the Group's other subsidiaries, reviews the Group's risk profile and mitigation plans through scheduled reporting, documented risk assessments, and established governance procedures.

In particular:

- Market and demand risk: The travel sector remains exposed to macroeconomic trends, geopolitical events, and shifts in consumer confidence. The Group mitigates this through a diversified supplier base, scalable consultant model, and continuous market monitoring.

-Technology and systems risk: Dependence on a proprietary platform and third-party integration creates exposure to system downtime, cybersecurity threats, and operational disruption. Mitigation includes structured development cycles, ongoing investment in security, and contingency planning.

- Supplier and Inventory Risk: Supplier default or service issues represent a potential but low exposure due to centralised procurement, supplier vetting, and a diversified inventory base.

- Regulatory and compliance risk: The Group is subject to consumer protection regulations and GDPR requirements. Internal governance and compliance procedures are being strengthened, supported by regular monitoring and clear internal controls.

- Financial risk: FX exposure is minimal and liquidity remains strong. Credit risk is also low, but arises differently across the Group's two revenue streams. For travel activity, credit exposure is limited due to the Group's prepayment model, under which customer payments are normally collected in advance or by departure date, with no material credit sales. For software licensing, limited credit terms may be offered to consultants; however, any unpaid amounts result in the immediate suspension of system access, which mitigates ongoing exposure. Supplier default remains the only notable financial risk within the business model..

- Strategic and concentration risk: Revenue is concentrated in Evolution Travel Limited and primarily originates from a relatively narrow market base. This concentration risk is mitigated by the Group's plans to expand the consultant network into additional EU markets, supported by its scalable digital operating model.

- Reputational risk: As a consumer-facing business, service failures or supplier issues may impact reputation. Mitigation includes consultant training, centralised quality control, and clear service procedures.

- External events risk: Geopolitical disruptions, natural events, or global health emergencies may affect travel activity. The Group mitigates this through flexible routing and a diversified supplier base.

As the most significant operational and financial risks arise within Evolution Travel Limited-by far the Group's primary revenue-generating entity-the Group's risk management framework is centred on that subsidiary.

The other entities either carry negligible risk due to their holding or non-operational nature, or their limited exposures are already captured within the general risk considerations outlined above. In 2025 the Group completed a comprehensive risk analysis and formally adopted a Risk Management Policy for Evolution Travel Limited, strengthening governance, standardising controls and enhancing visibility across all key risk categories relevant to the Group's operations.


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

NON FINANCIAL INFORMATION AND STAKEHOLDER CONSIDERATIONS
The Director recognises that long-term success depends not only on financial performance but also on the effective management of non-financial matters and the interests of key stakeholders, including employees, consultants, customers, suppliers and wider communities.

The Group operates with a small internal team (fewer than 10 employees, including directors who are employees), supported by its broader network of independent Travel Consultants, who are not employees of the Group. The Group places emphasis on professional development, structured training, and maintaining a collaborative and supportive culture within its consultant community.

As a service-based business with no physical operations of environmental significance, the Group's direct environmental impact is limited. The Group complies with environmental and industry-related regulations to the extent applicable to its activities, but does not operate specific sustainability initiatives given the nature of its business model.

Social and community matters include maintaining high standards of customer service, ensuring responsible sales practices by consultants, and upholding data protection and privacy standards across all Group activities.

STRATEGY AND FUTURE OUTLOOK
The Group's strategy emphasises sustainable, technology-driven growth and continued expansion of its consultant ecosystem.

Strategic priorities include expanding the consultant network, strengthening presence in Spain and other markets, investing in proprietary technology, integrating AI tools, enhancing customer experience, expanding training programmes, and evaluating the consolidation of intellectual property under Evolutiontech Limited.
The Group's technology strategy focuses on platform development, AI deployment, automation initiatives, and ongoing investment in cybersecurity and system stability.

The market outlook for 2025-2026 is broadly positive, with strong demand for leisure travel, continued growth in long-haul and premium segments, a stable but competitive environment, manageable supplier price inflation, and low to moderate geopolitical uncertainty affecting certain destinations.

The Group expects continued expansion of the consultant network, further margin improvement driven by product mix, maintenance of strong liquidity and a debt-free structure, and an overall positive operating outlook.

The outlook is based on current market conditions and on the assumption of broadly stable international relations. As with all operators in the global travel sector, any significant deterioration in geopolitical stability or the emergence of a widespread international conflict would fall outside the Group's control and could have disruptive consequences for the sector as a whole. At present, such risks are considered low-probability, and the Group's planning reflects the conditions reasonably expected to prevail.

No acquisitions, major structural changes (other than potential IP consolidation), new financing, business model changes, or restructurings are anticipated.

FAIR, BALANCED AND COMPREHENSIVE REVIEW
The Director considers this Strategic Report to present a fair, balanced and comprehensive review of the development and performance of the Group's business during the year, and of its position at the end of the reporting period.


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

FORWARD-LOOKING STATEMENT
This Strategic Report contains forward-looking statements based on current expectations and assumptions. These statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied. The Group undertakes no obligation to update such statements except as required by law.

ON BEHALF OF THE BOARD:





Mr Peter Hudec - Director


30 December 2025

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2024


The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of carrying on the business of travel and tourist agents.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2024 will be €470,000 (2023: €Nil).

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR
Mr Peter Hudec held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2024


AUDITORS
The auditors, Q&K Auditors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr Peter Hudec - Director


30 December 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EVOLUTION TRAVEL GROUP LTD


Opinion
We have audited the financial statements of Evolution Travel Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 affairs as at 31 December 2024 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.

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 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EVOLUTION TRAVEL GROUP LTD


Matters on which we are required to report by exception
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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page eight, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
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 a Report of the Auditors 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.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that most significant are those that relate to the financial reporting framework, namely FRS102 and the Companies Act 2006.

We understood how the company is complying with those frameworks by making enquiries of management as to their procedures for identifying and responding to fraud risks.

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by considering the risk of management override. We considered the controls the company has established to address risk identified by management, or that otherwise seek to prevent, detect or deter fraud and how management monitor those controls.

Based on our understanding, we designed audit procedures to identify non-compliance with laws and regulations.
Our procedures included journal entry testing based on our risk assessment, analytical procedures to identify unusual
relationships that may indicate risk of material misstatement and challenging the assumptions and judgements made by management in respect of significant accounting estimates.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Other matters
The comparative figures for the year ended 31 December 2023 are unaudited. These figures have been included for comparative purposes only and, accordingly, we do not express an audit opinion on them.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EVOLUTION TRAVEL GROUP LTD


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 a Report of the Auditors 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.




Robert Ormiston (Senior Statutory Auditor)
for and on behalf of Q&K Auditors Ltd
14 Clifton Moor Business Village
James Nicolson Link
York
YO30 4XG

30 December 2025

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

31.12.24 31.12.23
Notes €    €   

TURNOVER 32,152,268 29,749,314

Cost of sales 28,588,841 26,718,562
GROSS PROFIT 3,563,427 3,030,752

Administrative expenses 2,482,207 2,175,711
OPERATING PROFIT 4 1,081,220 855,041

Interest receivable and similar income - 188
1,081,220 855,229

Interest payable and similar expenses 5 718 970
PROFIT BEFORE TAXATION 1,080,502 854,259

Tax on profit 6 65,951 155,769
PROFIT FOR THE FINANCIAL YEAR 1,014,551 698,490
Profit attributable to:
Owners of the parent 1,014,551 698,490

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

31.12.24 31.12.23
Notes €    €   

PROFIT FOR THE YEAR 1,014,551 698,490


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,014,551

698,490

Total comprehensive income attributable to:
Owners of the parent 1,014,551 698,490

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2024

31.12.24 31.12.23
Notes €    €    €    €   
FIXED ASSETS
Intangible assets 9 467,857 521,029
Tangible assets 10 425 637
Investments 11 - -
468,282 521,666

CURRENT ASSETS
Debtors 12 7,269,116 6,150,998
Cash at bank 5,397,656 3,564,399
12,666,772 9,715,397
CREDITORS
Amounts falling due within one year 13 11,835,341 9,449,686
NET CURRENT ASSETS 831,431 265,711
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,299,713

787,377

CREDITORS
Amounts falling due after more than one
year

14

(9,973

)

(42,178

)

PROVISIONS FOR LIABILITIES 16 - (10 )
NET ASSETS 1,289,740 745,189

CAPITAL AND RESERVES
Called up share capital 17 121 121
Retained earnings 18 1,289,619 745,068
SHAREHOLDERS' FUNDS 1,289,740 745,189

The financial statements were approved by the director and authorised for issue on 30 December 2025 and were signed by:





Mr Peter Hudec - Director


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

COMPANY BALANCE SHEET
31 DECEMBER 2024

31.12.24 31.12.23
Notes €    €    €    €   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 240 240
240 240

CURRENT ASSETS
Cash at bank 10,000 121

CREDITORS
Amounts falling due within one year 13 119 240
NET CURRENT ASSETS/(LIABILITIES) 9,881 (119 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,121

121

CAPITAL AND RESERVES
Called up share capital 17 121 121
Retained earnings 18 10,000 -
SHAREHOLDERS' FUNDS 10,121 121

Company's profit for the financial year 480,000 -

The financial statements were approved by the director and authorised for issue on 30 December 2025 and were signed by:





Mr Peter Hudec - Director


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
€    €    €   
Balance at 1 January 2023 121 46,578 46,699

Changes in equity
Total comprehensive income - 698,490 698,490
Balance at 31 December 2023 121 745,068 745,189

Changes in equity
Dividends - (470,000 ) (470,000 )
Total comprehensive income - 1,014,551 1,014,551
Balance at 31 December 2024 121 1,289,619 1,289,740

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
€    €    €   
Balance at 1 January 2023 121 - 121

Changes in equity
Balance at 31 December 2023 121 - 121

Changes in equity
Dividends - (470,000 ) (470,000 )
Total comprehensive income - 480,000 480,000
Balance at 31 December 2024 121 10,000 10,121

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

31.12.24 31.12.23
Notes €    €   
Cash flows from operating activities
Cash generated from operations 1 2,523,597 1,952,499
Interest paid (718 ) (970 )
Net cash from operating activities 2,522,879 1,951,529

Cash flows from investing activities
Purchase of intangible fixed assets (219,622 ) (320,911 )
Purchase of tangible fixed assets - (849 )
Interest received - 188
Net cash from investing activities (219,622 ) (321,572 )

Cash flows from financing activities
Equity dividends paid (470,000 ) -
Net cash from financing activities (470,000 ) -

Increase in cash and cash equivalents 1,833,257 1,629,957
Cash and cash equivalents at beginning of
year

2

3,564,399

1,934,442

Cash and cash equivalents at end of year 2 5,397,656 3,564,399

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
€    €   
Profit before taxation 1,080,502 854,259
Depreciation charges 273,001 246,829
Finance costs 718 970
Finance income - (188 )
1,354,221 1,101,870
Increase in trade and other debtors (1,118,118 ) (1,076,352 )
Increase in trade and other creditors 2,287,494 1,926,981
Cash generated from operations 2,523,597 1,952,499

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
€    €   
Cash and cash equivalents 5,397,656 3,564,399
Year ended 31 December 2023
31.12.23 1.1.23
€    €   
Cash and cash equivalents 3,564,399 1,934,442


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
€    €    €   
Net cash
Cash at bank 3,564,399 1,833,257 5,397,656
3,564,399 1,833,257 5,397,656
Debt
Debts falling due within 1 year 1,534 (13,724 ) (12,190 )
Debts falling due after 1 year (42,168 ) 32,195 (9,973 )
(40,634 ) 18,471 (22,163 )
Total 3,523,765 1,851,728 5,375,493

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


1. STATUTORY INFORMATION

Evolution Travel Group Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number is 11745457 and registered office address is 9 Kerry Street, Horsforth, Leeds, LS18 4AW.

The company is the parent of a group of companies and the main trading company is Evolution Travel Ltd. registered in Malta as a limited liability company under the Companies Act, (Cap. 386) with registration number C 67043. It's registered office address is 1st Floor, Suite 3, Central Business Centre, Mdina Road,
Zebbug ZBG9015, Malta. This is considered to be the principal place of business.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

Intangible assets
An acquired intangible asset is recognised only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. An intangible asset is initially measured at cost, comprising its purchase price and any directly attributable cost of preparing the asset for its intended use.

Intangible assets are subsequently carried at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is calculated to write down the carrying amount of the intangible asset using the straight-line method over its expected useful life. Amortisation of an asset begins when it is available for use and ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) or the date that the asset is derecognised.

Computer software is capitalised from internal development costs.

Computer software is amortised over a useful life of 3 years.

Intangible assets with indefinite useful life

The intangible assets with an indefinite useful life are not amortised. The useful life is reviewed each reporting period to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. If they do not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate.

Separately acquired trademarks (patents and licences) are shown at historical cost. Trademarks acquired in a business combination are recognised at fair value at the acquisition date. They have an indefinite useful life and are subsequently carried at cost less impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 33% on cost and 25% on cost

Financial instruments
The group enters into basic financial instrument transactions resulting from the recognition of financial assets
and liabilities such as trade debtors, trade creditors and loans from banks. Debt instruments that are payable or receivable within one year, typically trade debtors or trade creditors, are measured at the undiscounted amount of cash or other consideration expected to be received or paid.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Leases are classified as either finance or operating leases in accordance with FRS 102.

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


2. ACCOUNTING POLICIES - continued

Financial assets
Classification

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and represents trade and other receivables and cash and cash equivalents.

Recognition and measurement

The Company recognises a financial asset in its statement of financial position when it becomes a party to the contractual provisions of the instrument. At initial recognition, the Company measures a financial asset at its fair value plus transaction costs. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Company commits to purchase or sell the asset. Subsequent to initial recognition, assets are measured at amortised cost using the effective interest method less an allowance for expected credit losses.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

Impairment

A forward-looking allowance for expected credit losses is recognised for all financial assets at amortised cost. Expected credit losses are based on the difference between contractual cash flows due in accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

The impairment methodology applied depends on whether there has been a significant increase in credit risk:

For credit exposures with no significant increase in credit risk since initial recognition, expected credit losses are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month expected credit loss).

For credit exposures with significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime expected credit loss).

For trade receivables, a simplified approach is applied in calculating expected credit losses. Instead of tracking changes in credit risk, a loss allowance is recognised based on lifetime expected credit losses at each reporting date. The company performs an analysis that is based on the company's historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Company has adopted the presumption that a default does not occur later than when a financial asset is 30 days past due date unless an entity has reasonable information to demonstrate that a more lagging default criterion is more appropriate.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

3. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
€    €   
Wages and salaries 80,864 46,200

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
31.12.24 31.12.23

Administration 2 1
Management 1 1
3 2

The average number of employees by undertakings that were proportionately consolidated during the year was 3 (2023 - 2 ) .

31.12.24 31.12.23
€    €   
Director's remuneration 23,100 23,100

4. OPERATING PROFIT

The operating profit is stated after charging:

31.12.24 31.12.23
€    €   
Other operating leases 6,969 6,935
Depreciation - owned assets 212 212
Computer software amortisation 272,794 254,037
Auditors' remuneration 15,439 8,178
Foreign exchange differences 73,979 68,938

5. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
€    €   
Bank loan interest 718 970

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.24 31.12.23
€    €   
Current tax:
UK corporation tax 65,961 12,199

Deferred tax (10 ) 143,570
Tax on profit 65,951 155,769

UK corporation tax has been charged at 25 % (2023 - 23.52 %).

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


6. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
€    €   
Profit before tax 1,080,502 854,259
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 23.520 %)

270,126

200,922

Effects of:
Utilisation of tax losses (3,252 ) (32,103 )
Effect of impact of non UK tax rates (200,913 ) (156,620 )
Deferred tax (10 ) 143,570
Total tax charge 65,951 155,769

Corporation tax is charged in line with the rules in the country where each company is based. The group has tax liabilities in the UK and Malta.

7. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


8. DIVIDENDS
31.12.24 31.12.23
€    €   
Ordinary shares of €1 each
Interim 470,000 -

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


9. INTANGIBLE FIXED ASSETS

Group
Patents
and Computer
licences software Totals
€    €    €   
COST
At 1 January 2024 211,123 1,709,291 1,920,414
Additions - 219,622 219,622
At 31 December 2024 211,123 1,928,913 2,140,036
AMORTISATION
At 1 January 2024 - 1,399,385 1,399,385
Amortisation for year - 272,794 272,794
At 31 December 2024 - 1,672,179 1,672,179
NET BOOK VALUE
At 31 December 2024 211,123 256,734 467,857
At 31 December 2023 211,123 309,906 521,029

The trademark referred to as patents and licences (Evolution Italia; carrying amount €211, 123) was renewed during the year ended 31 December 2019 and is renewable every ten years at little cost and is well established. The Company intends to renew the trademark continuously and evidence supports its ability to do so. An analysis of product life cycle studies and market and competitive trends provides evidence that the product will generate net cash inflows for the Company for an indefinite period. Therefore, the trademark is carried at cost without amortisation, but is tested for impairment.

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


10. TANGIBLE FIXED ASSETS

Group
Fixtures
and
fittings
€   
COST
At 1 January 2024 34,117
Disposals (7,229 )
At 31 December 2024 26,888
DEPRECIATION
At 1 January 2024 33,480
Charge for year 212
Eliminated on disposal (7,229 )
At 31 December 2024 26,463
NET BOOK VALUE
At 31 December 2024 425
At 31 December 2023 637

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
€   
COST
At 1 January 2024
and 31 December 2024 240
NET BOOK VALUE
At 31 December 2024 240
At 31 December 2023 240


The fixed asset investment represents 100% of the share capital of ET Holding Ltd, a company registered in Malta.It's registered office address is 1st Floor, Suite 3, Central Business Centre, Mdina Road,
Zebbug ZBG9015, Malta. ET Holding Ltd is a holding company with €240 Ordinary €1 shares.

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
31.12.24 31.12.23
€    €   
Trade debtors 550,344 978,088
Other debtors 374,456 205,756
Financial assets 508,610 200,074
VAT - 16,174
Prepayments and accrued income 5,835,706 4,750,906
7,269,116 6,150,998

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
€    €    €    €   
Bank loans and overdrafts (see note 15) 12,190 (1,534 ) - -
Trade creditors 6,355,653 1,605,039 - -
Tax 78,880 12,199 - -
VAT 7,836 - - -
Other creditors 548,973 3,862,072 119 240
Accruals and deferred income 4,831,809 3,971,910 - -
11,835,341 9,449,686 119 240

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.12.24 31.12.23
€    €   
Bank loans (see note 15) 9,973 42,168
Other creditors - 10
9,973 42,178

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


15. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.24 31.12.23
€    €   
Amounts falling due within one year or on demand:
Bank loans 12,190 (1,534 )
Amounts falling due between one and two years:
Bank loans 9,973 42,168

16. PROVISIONS FOR LIABILITIES

Group
31.12.24 31.12.23
€    €   
Deferred tax - 10

Group
Deferred
tax
€   
Balance at 1 January 2024 10
Provided during year (10 )
Balance at 31 December 2024 -

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: €    €   
121 Ordinary €1 121 121

18. RESERVES

Group
Retained
earnings
€   

At 1 January 2024 745,068
Profit for the year 1,014,551
Dividends (470,000 )
At 31 December 2024 1,289,619

EVOLUTION TRAVEL GROUP LTD (REGISTERED NUMBER: 11745457)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


18. RESERVES - continued

Company
Retained
earnings
€   

Profit for the year 480,000
Dividends (470,000 )
At 31 December 2024 10,000


19. RELATED PARTY DISCLOSURES

ET Holding Ltd, a company registered in Malta, registered no. C 67042 is a wholly owned subsidiary of the company.

ET Holding Ltd is the parent of a medium group with wholly owned subsidiaries as follows:

Evolution Travel Ltd, a company registered in Malta, registered no. C 67043.
Evolution Travel Network Ltd, a company registered in England and Wales, registered number 07132168.
EvolutionTech Ltd, a company registered in Malta, registered no. C 93921.
Evolution Travel Iberia. S.L., a company registered in Spain.
Evolution Travel USA Inc., a company registered in the USA.

Evolution Travel USA Inc.was liquidated during the year.

The ultimate controlling parties are Luca Baldisserotto and Mioara Dragomir.

During the year the Luca Baldisserotto invoiced Evolution Travel Network Ltd €200,000 (2023: €200,000) in respect of consulting services.

During the year the Mioara Dragomir invoiced Evolution Travel Network Ltd €200,000 (2023: €200,000) in respect of consulting services.

Luca Baldisserotto was paid dividends of €235,000 (2023:€Nil) during the year.

Mioara Dragomir was paid dividends of €235,000 (2023:€Nil) during the year.

20. POST BALANCE SHEET EVENTS

In the opinion of the directors there are no significant events since the end of the year that require disclosure.

21. ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are Luca Baldisserotto and Mioara Dragomir.

22. CONSOLIDATION ADJUSTMENTS

The accounting periods for the subsidiaries were concurrent with that of the holding company.