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Registered number: 13426779 ETG BIDCO1 LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 OCTOBER 2025
ETG BIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LIMITED UNDER SECTION 449 OF THE COMPANIES ACT 2006
Opinion
We have audited the financial statements of ETG Bidco1 Limited (the 'Company') for the year ended 31 October 2025, which comprise the Statement of Financial Position 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 Company's affairs as at 31 October 2025 and of its loss 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 Company 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
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 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. Page 1
ETG BIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LIMITED (CONTINUED) UNDER SECTION 449 OF THE COMPANIES ACT 2006
Other information
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
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the 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; or
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so. Page 2
ETG BIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LIMITED (CONTINUED) UNDER SECTION 449 OF THE COMPANIES ACT 2006
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 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: - We exercise professional judgment and maintain professional skepticism throughout the audit; - We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control; - We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control; - We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made; - We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; - We review the scope of the Company's compliance with The Package and Linked Travel Arrangements Regulations 2018 (“PTRs”) and sample test relevant documentation to assess this and the effectiveness of its control environment; - We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements; - We review the Company's relationships with related parties, identifying and disclosing transactions during the year and balances at year-end with such parties. 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 Auditors' Report. Page 3
ETG BIDCO1 LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETG BIDCO1 LIMITED (CONTINUED) UNDER SECTION 449 OF THE COMPANIES ACT 2006
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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. Ms N A Spoor FCA FCCA (Senior Statutory Auditor) for and on behalf of White Hart Associates (London) Limited Chartered Accountants and Statutory Auditors 2nd Floor, Nucleus House 2 Lower Mortlake Road Richmond TW9 2JA 10 February 2026 Page 4
ETG BIDCO1 LIMITED REGISTERED NUMBER: 13426779 STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 4 |  | 1 |  | 1
|  |  | 1 |  | 1
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 5 | 250,000 |  | 250,000 |
Debtors: amounts falling due within one year | 5 | 14,896 |  | 25,000 |
|  | 264,896 |  | 275,000 |
Creditors: amounts falling due within one year | 6 | (25,000) |  | (25,000) |
Net current assets |  |  | 239,896 |  | 250,000
Total assets less current liabilities |  |  | 239,897 |  | 250,001
Creditors: amounts falling due after more than one year | 7 |  | (250,000) |  | (250,000)
Net (liabilities)/assets |  |  | (10,103) |  | 1
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 1 |  | 1
Profit and loss account |  |  | (10,104) |  | -
|  |  | (10,103) |  | 1
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ETG BIDCO1 LIMITED REGISTERED NUMBER: 13426779 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 OCTOBER 2025 The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 February 2026.
C Bartholomew
Director
The notes on pages 7 to 9 form part of these financial statements. Page 6
ETG BIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
1. | General information
ETG Bidco1 Limited is a private company limited by shares and incorporated in England under registration number 13426779. Its registered office and principal place of business is 11 Haviland House, 17 Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset, BH21 7PE. 2.Accounting policies
| 2.1 | 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 management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.3 | Finance costs
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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.4 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.5 | Debtors
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.
| 2.6 | Creditors
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.
3. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
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ETG BIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
4. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 November 2024 | 1
| At 31 October 2025 | 1
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 250,000 | 250,000
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 14,896 | 25,000
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 25,000 | 25,000
7. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 250,000 | 250,000
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ETG BIDCO1 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
8. | Controlling party
The Company's immediate and ultimate holding company is Embrace Travel Group Limited, a company registered in England and Wales. Copies of the financial statements of Embrace Travel Group Limited can be obtained from 11 Haviland House, 17 Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset, BH21 7PE. The ultimate controlling party is Jason John Robert Hacker.
9. | Auditors' information
The auditors' report on the financial statements for the year ended 31 October 2025 was unqualified. The audit report was signed on 10 February 2026 by Ms N A Spoor FCA FCCA (Senior Statutory Auditor) on behalf of White Hart Associates (London) Limited.
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