REGISTERED NUMBER: 09565202 (England and Wales)

VERTICAL GROUP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

P.L. Healey

B. Rodger

REGISTERED OFFICE:

14 Hemmells

Laindon

Basildon

Essex

SS15 6ED

REGISTERED NUMBER:

09565202 (England and Wales)

AUDITORS:

CR Bland Baker Limited

Chartered Accountants and

Statutory Auditor

21 Lodge Lane

Grays

Essex

RM17 5RY

The directors present their strategic report of the company and the group for the year ended 30 April 2025.

REVIEW OF BUSINESS

The Group is a Travel and Technology group which combines travel industry expertise and effective use of technology in a broad range of applications.

The key financial highlights are as follows:

Turnover £17.5m (2024- £18.7m)

Gross Profit Margin 44.8% (2024 - 51.7%)

The directors have continued to invest in our brand marketing strategy, with ongoing engagement with our clients and business partners across our broad range of products.

Group Company Commentaries

We have seen a both increases and decreases in holiday bookings this year within the group. This is due to both variances in exchange rates and the cost of living crisis which has seen costs rise both here and abroad. As a group we are happy to have traded through these challenges and have continued to make profits across most of the group companies. We continue to be in a good position to take advantage of opportunities within the travel industry. Within our travel companies we have been able to retain our excellent staff and homeworkers which has meant we have been able to meet demand. Sales and purchases in the accounts are recongnised on booking date and no provision has been made for any holidays cancelled subsequent to the year end. This is in line with previous years.

PRINCIPAL RISKS AND UNCERTAINTIES

The following factors affect the group's trading results. The risk factors described below are potentially significant, but this should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties.

Trading risks

The trading performance of the group may be affected by a number of factors outside its control, including:

-Wars and international unrest;

-Closing of borders due to spikes in pandemics, acts of terrorism in key tourist destinations which may result in restricted travel;

-Earthquakes or other natural disasters in key tourist destinations;

-Economic conditions in the group's key of the United Kingdom and holiday destinations around the world.

-Additional security requirements at the airports;

-Changes in foreign exchange rates.

These factors may affect the group by reducing demand, as its potential customers choose not to, or be unable to travel. These factors may affect booking patterns, as increased political and economic uncertainty may lead to an increased propensity for customers to book closer to departure and may lead to flights, holidays etc. to be sold at prices significantly less than usual, or they will remain unsold.

FINANCIAL KEY PERFORMANCE INDICATORS

The group considers turnover and gross profit margin to be the main financial KPIs.

ON BEHALF OF THE BOARD:

P.L. Healey - Director

28 November 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025.

DIVIDENDS

A total distribution of dividends for the year ended 30 April 2025 will be £335,833 (2024 - £416,666).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 May 2024 to the date of this report.

P.L. Healey

B. Rodger

RESULTS

The profit for the year, after taxation, amounted to £152,199 (2024 - profit of £581,662).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 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 directors are 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director 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.

ON BEHALF OF THE BOARD:

P.L. Healey - Director

28 November 2025

Opinion

We have audited the financial statements of Vertical Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 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 30 April 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.

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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Directors 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 Directors have been prepared in accordance with applicable legal requirements.

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 Directors.

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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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

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.

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

- We have reviewed whether there were areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the officers and other management (as required by auditing standards).

- We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

- With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the officers.

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

- We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

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.

Steven James Garrod FCA (Senior Statutory Auditor)

for and on behalf of CR Bland Baker Limited

Chartered Accountants and

Statutory Auditor

21 Lodge Lane

Grays

Essex

RM17 5RY

1 December 2025

TURNOVER

3

17,520,982

18,700,984

Cost of sales

9,673,443

9,028,630

GROSS PROFIT

7,847,539

9,672,354

Distribution costs

2,999,858

4,319,082

Administrative expenses

4,424,750

4,344,074

7,424,608

8,663,156

OPERATING PROFIT

5

422,931

1,009,198

Interest receivable and similar income

4,203

1,284

427,134

1,010,482

Gain/loss on revaluation of investment property

-

(42,940

)

427,134

967,542

Interest payable and similar expenses

6

46,972

59,026

PROFIT BEFORE TAXATION

380,162

908,516

Tax on profit

7

227,963

326,854

PROFIT FOR THE FINANCIAL YEAR

152,199

581,662

Profit attributable to:

Owners of the parent

147,583

427,590

Non-controlling interests

4,616

154,072

152,199

581,662

PROFIT FOR THE YEAR

152,199

581,662

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

152,199

581,662

Total comprehensive income attributable to:

Owners of the parent

147,583

427,590

Non-controlling interests

4,616

154,072

152,199

581,662

FIXED ASSETS

Intangible assets

10

289,497

724,894

Tangible assets

11

328,731

325,687

Investments

12

18,249

18,249

Investment property

13

260,000

260,000

896,477

1,328,830

CURRENT ASSETS

Stocks

14

1,500

1,500

Debtors

15

5,245,049

6,278,866

Cash at bank and in hand

849,483

825,358

6,096,032

7,105,724

CREDITORS

Amounts falling due within one year

16

6,401,933

7,290,312

NET CURRENT LIABILITIES

(305,901

)

(184,588

)

TOTAL ASSETS LESS CURRENT LIABILITIES

590,576

1,144,242

CREDITORS

Amounts falling due after more than one year

17

(154,306

)

(394,838

)

PROVISIONS FOR LIABILITIES

21

(34,200

)

(43,700

)

NET ASSETS

402,070

705,704

CAPITAL AND RESERVES

Called up share capital

22

21,101

21,101

Share premium

23

5,020,137

5,020,137

Retained earnings

23

(4,643,500

)

(4,383,250

)

SHAREHOLDERS' FUNDS

397,738

657,988

NON-CONTROLLING INTERESTS

4,332

47,716

TOTAL EQUITY

402,070

705,704

The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2025 and were signed on its behalf by:

P.L. Healey - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

5,049,438

5,049,438

Investment property

13

-

-

5,049,438

5,049,438

CURRENT ASSETS

Debtors

15

406,781

397,820

CREDITORS

Amounts falling due within one year

16

261,041

247,630

NET CURRENT ASSETS

145,740

150,190

TOTAL ASSETS LESS CURRENT LIABILITIES

5,195,178

5,199,628

CAPITAL AND RESERVES

Called up share capital

22

21,101

21,101

Share premium

5,020,137

5,020,137

Retained earnings

153,940

158,390

SHAREHOLDERS' FUNDS

5,195,178

5,199,628

Company's profit for the financial year

331,383

412,306

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

The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2025 and were signed on its behalf by:

P.L. Healey - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 May 2023

21,101

(4,370,174

)

5,020,137

Changes in equity

Dividends on equity shares

-

(416,666

)

-

Total comprehensive income

-

427,590

-

Share of dividends waived

-

(24,000

)

-

21,101

(4,383,250

)

5,020,137

Dividend paid to minority interest

-

-

-

Balance at 30 April 2024

21,101

(4,383,250

)

5,020,137

Changes in equity

Dividends on equity shares

-

(335,833

)

-

Total comprehensive income

-

147,583

-

Share of dividends waived

-

(72,000

)

-

21,101

(4,643,500

)

5,020,137

Dividend paid to minority interest

-

-

-

Balance at 30 April 2025

21,101

(4,643,500

)

5,020,137

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 May 2023

671,064

(10,356

)

660,708

Changes in equity

Dividends on equity shares

(416,666

)

-

(416,666

)

Total comprehensive income

427,590

154,072

581,662

Share of dividends waived

(24,000

)

24,000

-

657,988

167,716

825,704

Dividend paid to minority interest

-

(120,000

)

(120,000

)

Balance at 30 April 2024

657,988

47,716

705,704

Changes in equity

Dividends on equity shares

(335,833

)

-

(335,833

)

Total comprehensive income

147,583

4,616

152,199

Share of dividends waived

(72,000

)

72,000

-

397,738

124,332

522,070

Dividend paid to minority interest

-

(120,000

)

(120,000

)

Balance at 30 April 2025

397,738

4,332

402,070

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 May 2023

21,101

162,750

5,020,137

5,203,988

Changes in equity

Dividends on equity shares

-

(416,666

)

-

(416,666

)

Total comprehensive income

-

412,306

-

412,306

Balance at 30 April 2024

21,101

158,390

5,020,137

5,199,628

Changes in equity

Dividends on equity shares

-

(335,833

)

-

(335,833

)

Total comprehensive income

-

331,383

-

331,383

Balance at 30 April 2025

21,101

153,940

5,020,137

5,195,178

Cash flows from operating activities

Cash generated from operations

1

1,241,077

1,143,120

Interest paid

(27,799

)

(56,277

)

Interest element of hire purchase payments paid

(12,409

)

(2,749

)

Tax paid

(226,054

)

(77,519

)

Taxation refund

58,788

39,845

Net cash from operating activities

1,033,603

1,046,420

Cash flows from investing activities

Purchase of tangible fixed assets

(71,068

)

(198,635

)

Interest received

4,203

1,284

Net cash from investing activities

(66,865

)

(197,351

)

Cash flows from financing activities

Bank loan repayments in year

(256,169

)

(266,948

)

Amounts advances on new HP contracts

50,000

189,645

Capital repayments in year

(51,846

)

(9,218

)

Amount introduced by directors

-

160,629

Amount withdrawn by directors

(228,765

)

-

Equity dividends paid

(335,833

)

(416,666

)

Dividends paid to minority interests

(120,000

)

(120,000

)

Net cash from financing activities

(942,613

)

(462,558

)

Increase in cash and cash equivalents

24,125

386,511

Cash and cash equivalents at beginning of year

2

825,358

438,847

Cash and cash equivalents at end of year

2

849,483

825,358

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

2025

2024

£

£

Profit before taxation

380,162

908,516

Depreciation charges

68,025

40,742

Loss on revaluation of fixed assets

-

42,940

Amortisation of intangible assets

435,397

488,591

Finance costs

46,972

59,026

Finance income

(4,203

)

(1,284

)

926,353

1,538,531

Decrease/(increase) in trade and other debtors

1,202,982

(538,808

)

(Decrease)/increase in trade and other creditors

(888,258

)

143,397

Cash generated from operations

1,241,077

1,143,120

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 30 April 2025

30.4.25

1.5.24

£

£

Cash and cash equivalents

849,483

825,358

Year ended 30 April 2024

30.4.24

1.5.23

£

£

Cash and cash equivalents

825,358

438,847