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Registered number: 13423778 EMBRACE TRAVEL GROUP LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
EMBRACE TRAVEL GROUP LIMITED COMPANY INFORMATION
Directors | C Bartholomew
| D Curnock
| J Sapak
| M Collins (appointed 22 December 2025)
Registered number | 13423778
Registered office | 11 Haviland House
| 17 Cobham Road
| Ferndown Industrial Estate
| Wimborne
| Dorset
| BH21 7PE
Independent auditors | White Hart Associates (London) Limited
| Chartered Accountants and Statutory Auditors
| 2nd Floor, Nucleus House
| 2 Lower Mortlake Road
| Richmond
| TW9 2JA
EMBRACE TRAVEL GROUP LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 3
Directors' Report | 4 - 5
Independent Auditors' Report | 6 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Statement of Financial Position | 11
Company Statement of Financial Position | 12
Consolidated Statement of Changes in Equity | 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Consolidated Analysis of Net Debt | 16
Notes to the Financial Statements | 17 - 39
EMBRACE TRAVEL GROUP LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 OCTOBER 2025
Introduction
The directors present their strategic report for the Company and Group for the year ended 31 October 2025.
Business review
The Group is required by the Companies Act to set out in this report, a fair review of the business of the Group during the financial period ended 31 October 2025, and its position at the end of the year along with a description of the principal risks and uncertainties facing the Group. This review is prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose. Executive Summary Embrace Travel Group Limited has seen a year of growth despite a challenging economic environment, with high costs of living putting pressure on disposable incomes available to consumers. While the Group has continued to invest in IT infrastructure, it has looked to minimise costs where possible. This has allowed the Group to strengthen its long-term operational efficiency, improve its customer service capabilities and maintain its competitive position in the market. Business Performance Overview Despite the economic environment, the Group has made significant strides in improving its internal operations and digital transformation. Key highlights include: - Continued development of IT systems, enhancing booking and customer management systems; - Streamlining of operational processes through reorganisation, leading to long-term cost efficiencies; - Strong customer engagement in core markets leading to record forward sales. Outlook & Future Strategy Looking ahead, Embrace Travel Group Limited remains committed to leveraging its IT investments and operational restructuring to drive sustainable growth. Key focus areas include: - Monetising Digital Assets: Leveraging improved online platforms for enhanced customer engagement, and sales growth; - Operational Efficiencies: Realising cost savings from reorganisation efforts and enhanced service delivery; - Revenue Growth: Expanding product offerings and increasing marketing activity to drive demand and customer retention; - Sustainability & Innovation: Incorporating eco-friendly travel options and digital innovations to align with evolving consumer expectations. Conclusion The past year has seen success despite economic challenges and the strategic initiatives undertaken are essential to ensuring long-term success. The continued investments in IT and structural reorganisation are expected to yield significant returns in the coming years, positioning the Group as a more agile, customer-focused, and competitive player in the travel industry. Page 1
EMBRACE TRAVEL GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025 Financial key performance indicators The key performance indicators used by the directors to monitor the progress of the Group are set out below, being those that communicate the financial performance and strength of the Group, these being turnover, gross margin, overall profitability and cashflows:-
|  | 2025 | 2024
|  | £ | £
| Turnover | 19,188,547 | 15,611,791
| Gross profit | 3,205,293 | 2,670,430
| Gross profit as a percentage of turnover | 16.70% | 17.11%
| Profit/(loss) on ordinary activities before taxation | 513,238 | (561,895)
| Profit/(loss) on ordinary activities as a percentage of turnover | 2.67% | (3.60)%
| Net cash inflow/(outflow) from operating activities | 1,059,635 | (270,434)
| Net liabilities | (281,943) | (766,146)
| Forward sales revenue (as at 31 October) | 12,516,723 | 9,470,000
Principal risks and uncertainties
The following risk factors may affect the Group's operating results and its financial position. The risk factors described below are those which the directors believe are potentially significant but should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties facing the Group. The demand for holidays is affected by local economic conditions. During 2024 and into 2025, geopolitical wars and tensions have affected the cost of holiday arrangements and resulted in consumers having less discretionary spending available for holiday travel. However, due to the customer goodwill built up in recent years, the Group is continuing to see high levels of consumer demand. Consequently, the Group’s management and the directors have continued to review the Group’s financial position, as well as forecasts, and plan mitigation actions in order to neutralise any potential financial impacts on future trading performance. The Group is exposed to various regulators, including the Civil Aviation Authority ("CAA"), which issues an Air Travel Organisers Licence ("ATOL"), which is required in order for the Group to operate and was renewed in March 2025. This licence is renewed in March each year and is subject to assessments of fitness and financial criteria, the framework of which is available on the CAA's website (www.caa.co.uk). The Group finances its operations through retained profits. The Group's exposure to interest rate fluctuations on its cash deposits are managed by using short term, fixed and floating deposits. The Group operates in a highly competitive market featuring innovation in the travel products and the methods by which they are marketed, as well as price pressures. The Group seeks to constantly invest in its brands to increase travel agent and public awareness as well as offer a wide selection of products from a wide range of suppliers at competitive prices to maintain its market position. The Group also monitors competitor activity closely. The Group faces transactional currency exposure primarily relating to the cost of acquiring accommodation which can be affected by the strength or otherwise of sterling. To mitigate this risk the Group operates a hedging policy which involves forward buying foreign currencies as future requirements accumulate. The Group constantly revises its pricing to reflect the hedging instruments in place at any given time. The Group has adopted an accounting policy of hedge accounting for these financial statements. Page 2
EMBRACE TRAVEL GROUP LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
Principal risks and uncertainties (continued)
The Group has well established and close relationships with customers and suppliers and, where possible, risk is spread by not placing over-reliance on any one supplier in any particular area. The management team meets regularly with suppliers to maintain good working relationships. The Group is heavily reliant on the uninterrupted operation of its IT systems. These systems are vulnerable to power loss, fire, computer viruses and other events. Loss of these systems would impair the ability of the Group to carry on its business effectively. The Group has made arrangements to mitigate this risk including having multiple leased lines into its main office, moving to hosted solutions for its key systems and having employees working across multiple locations. The nature of the business exposes the Group to various commercial risks which may affect the trading performance of the Group. These include: - acts of terrorism, particularly in key tourist destinations - epidemics in key tourist destinations which threaten the health of tourists - wars or other international uncertainty which affects air travel - natural disasters in key tourist destinations - weather conditions, both in the UK and key tourist destinations - changes in customer behaviour and preferences - increases in government taxes These factors may affect the Group by causing potential customers to cancel or postpone travel plans, reducing the earnings potential of the Group. The Group seeks to minimise such risks by operating a flexible and limited commitment business model with the ability to shift capacity among a variety of destinations where necessary, whilst ensuring fixed overheads are kept at an optimum level. This report was approved by the board on 10 February 2026 and signed on its behalf.
C Bartholomew Director
Page 3
EMBRACE TRAVEL GROUP LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 OCTOBER 2025 The directors present their report and the financial statements for the year ended 31 October 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Principal activity
The Company's principal activity during the year continued to be that of a holding company of a trading group. The Company's subsidiaries continued to trade as tour operators specialising in tailor-made experiences.
Results and dividends
The profit for the year, after taxation, amounted to £455,039 (2024 - loss £461,459). There have been no interim dividends paid during the year and the directors do not recommend a final dividend. The total dividends distributed for the year ended 31 October 2025 amounted to £Nil (2024 - £Nil).
Directors
The directors who served during the year were:
C Bartholomew
D Curnock
J Sapak
Page 4
EMBRACE TRAVEL GROUP LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
Matters covered in the Group Strategic Report
The directors have disclosed, in line with the Companies Act 2006, additional performance data for the Group in the strategic report which is included within this set of financial statements. This includes a review of the performance of the business and the key performance indicators, as well as the main risks faced by the business.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end. During 2026, the Group will continue to operate as outlined in the principal activity note above.
Auditors
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 10 February 2026 and signed on its behalf.
C Bartholomew Director
Page 5
EMBRACE TRAVEL GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBRACE TRAVEL GROUP LIMITED
Opinion
We have audited the financial statements of Embrace Travel Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 October 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 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
EMBRACE TRAVEL GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBRACE TRAVEL GROUP LIMITED (CONTINUED)
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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 7
EMBRACE TRAVEL GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBRACE TRAVEL GROUP LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
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 Group 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 Group'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; Page 8
EMBRACE TRAVEL GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMBRACE TRAVEL GROUP LIMITED (CONTINUED) Auditors' responsibilities for the audit of the financial statements (continued) - 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 Group'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.
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 9
EMBRACE TRAVEL GROUP LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 OCTOBER 2025
|  | As restated
| 2025 | 2024
Note | £ | £
Turnover | 4 | 19,188,547 | 15,611,791
Cost of sales |  | (15,983,254) | (12,941,361)
Gross profit |  | 3,205,293 | 2,670,430
Administrative expenses |  | (2,663,978) | (2,924,298)
Exceptional administrative expenses |  | - | (253,162)
Other operating income | 5 | 42,117 | 32,024
Operating profit/(loss) | 6 | 583,432 | (475,006)
Interest receivable and similar income | 10 | 50,507 | 40,724
Interest payable and similar expenses | 11 | (120,701) | (127,613)
Profit/(loss) before taxation |  | 513,238 | (561,895)
Tax on profit/(loss) | 12 | (58,199) | 100,436
Profit/(loss) for the financial year |  | 455,039 | (461,459)
Fair value gain/(loss) on cash flow hedges |  | 29,164 | -
Other comprehensive income for the year |  | 29,164 | -
Total comprehensive income for the year |  | 484,203 | (461,459)
Profit/(loss) for the year attributable to: |  |  |
Owners of the Parent Company |  | 455,039 | (461,459)
Total comprehensive income for the year attributable to: |  |  |
Owners of the Parent Company |  | 484,203 | (461,459)
The notes on pages 17 to 39 form part of these financial statements.
Page 10
EMBRACE TRAVEL GROUP LIMITED REGISTERED NUMBER: 13423778 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 754,166 |  | 881,286
Tangible assets | 15 |  | 1,128 |  | 1,632
|  |  | 755,294 |  | 882,918
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 2,900,560 |  | 2,834,903 |
Cash at bank and in hand | 18 | 2,094,213 |  | 1,047,837 |
|  | 4,994,773 |  | 3,882,740 |
Creditors: amounts falling due within one year | 19 | (5,705,240) |  | (4,737,999) |
Net current liabilities |  |  | (710,467) |  | (855,259)
Total assets less current liabilities |  |  | 44,827 |  | 27,659
Creditors: amounts falling due after more than one year | 20 |  | (326,770) |  | (793,805)
Net liabilities |  |  | (281,943) |  | (766,146)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 120 |  | 120
Cash flow hedging reserve | 24 |  | 29,164 |  | -
Profit and loss account | 24 |  | (311,227) |  | (766,266)
Equity attributable to owners of the Parent Company |  |  | (281,943) |  | (766,146)
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 17 to 39 form part of these financial statements. Page 11
EMBRACE TRAVEL GROUP LIMITED REGISTERED NUMBER: 13423778 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 16 |  | 1 |  | 1
|  |  | 1 |  | 1
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 17 | 250,000 |  | 250,000 |
Debtors: amounts falling due within one year | 17 | 119 |  | 119 |
|  | 250,119 |  | 250,119 |
Total assets less current liabilities |  |  | 250,120 |  | 250,120
Creditors: amounts falling due after more than one year | 20 |  | (250,000) |  | (250,000)
Net assets |  |  | 120 |  | 120
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 120 |  | 120
|  |  | 120 |  | 120
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 17 to 39 form part of these financial statements. Page 12
EMBRACE TRAVEL GROUP LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Cash flow hedging reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 November 2023 (as restated) | 120 | - | (304,807) | (304,687)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (461,459) | (461,459)
At 1 November 2024 (as restated) | 120 | - | (766,266) | (766,146)
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 455,039 | 455,039
Cash flow hedging reserve | - | 29,164 | - | 29,164
At 31 October 2025 | 120 | 29,164 | (311,227) | (281,943)
| The notes on pages 17 to 39 form part of these financial statements.
Page 13
EMBRACE TRAVEL GROUP LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Total equity
| £ | £
At 1 November 2023 | 120 | 120
Total comprehensive income for the year | - | -
At 1 November 2024 | 120 | 120
Total comprehensive income for the year | - | -
At 31 October 2025 | 120 | 120
| The notes on pages 17 to 39 form part of these financial statements.
Page 14
EMBRACE TRAVEL GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 OCTOBER 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 455,039 | (461,459)
Adjustments for: |  |
Amortisation of intangible assets | 130,359 | 176,086
Depreciation of tangible assets | 504 | 22,075
Loss on disposal of tangible assets | - | 15,011
Taxation charge | 58,199 | (100,436)
(Increase)/decrease in debtors | (94,692) | 316,806
Increase/(decrease) in creditors | 521,309 | (131,175)
Corporation tax (paid) | (11,083) | (107,342)
Net cash generated from operating activities | 1,059,635 | (270,434)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (4,339) | (318,717)
Sale of intangible assets | 1,100 | -
Purchase of tangible fixed assets | - | (201)
Net cash from investing activities | (3,239) | (318,918)
Cash flows from financing activities |  |
Repayment of loans | (10,020) | (10,020)
Net cash used in financing activities | (10,020) | (10,020)
Net increase/(decrease) in cash and cash equivalents | 1,046,376 | (599,372)
Cash and cash equivalents at beginning of year | 1,047,837 | 1,647,209
Cash and cash equivalents at the end of year | 2,094,213 | 1,047,837
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,094,213 | 1,047,837
The notes on pages 17 to 39 form part of these financial statements.
Page 15
EMBRACE TRAVEL GROUP LIMITED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 OCTOBER 2025
| At 1 November 2024 | Cash flows | Other non-cash changes | At 31 October 2025
| £ | £ | £ | £
Cash at bank and in hand | 1,047,837 | 1,046,376 | - | 2,094,213
Debt due after 1 year | (8,293) | 8,293 | - | -
Debt due within 1 year | (10,000) | 1,727 | - | (8,273)
Cash flow hedges | - | - | 29,164 | 29,164
| 1,029,544 | 1,056,396 | 29,164 | 2,115,104
The notes on pages 17 to 39 form part of these financial statements.
Page 16
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
1. | General information
Embrace Travel Group Limited is a private company limited by shares and incorporated in England under registration number 13423778. 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
| 2.3 | Going concern
Group management and the directors continue to constantly review the Group’s financial position as well as forecasts and budgets, and plan mitigation actions in order to neutralise the potential financial impact from any significant downturn in trading. This work has also enabled them to assess and plan for the potential impact of any additional capital requirements that might be required by its regulators. As a result, and specifically with the continuing support of the shareholders, the Group's directors and management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being at least the following 12 months from the signing of these financial statements. Consequently, the directors believe that it is still appropriate to apply the going concern basis in the preparation of the accounts. Page 17
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Turnover
Turnover represents the aggregate amount of gross revenue receivable from tours, cancellation income and other services supplied to customers in the ordinary course of business. Turnover derived from ordinary activities is recognised in the income statement on holiday departure date and is stated after trade discounts, net of VAT and after any other sales taxes. Trade debtors still represent gross amounts receivable in respect of travel and holiday sales and trade creditors still represent gross amounts payable in respect of travel and holiday purchases. Turnover is attributable to one continuing activity.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Page 18
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.7 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | 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.
| 2.10 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.11 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. Page 19
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.12 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.13 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Page 20
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.14 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Intellectual property | - |  | Over 3 years
|  |  |  | Website development | - |  | Over 5 years
|  |  |  | Goodwill | - |  | Over 10 years
|  |  |  | Computer software | - |  | Over 10 years
Page 21
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.15 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Long-term leasehold property | - | 20% | on a straight line basis
|  |  |  | Fixtures and fittings | - | 25% | on a straight line basis
|  |  |  | Office equipment | - | 10% | on a straight line basis
|  |  |  | Computer equipment | - | 25% | on a straight line basis
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.17 | 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.
| 2.18 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. Page 22
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.19 | 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.
| 2.20 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.21 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 23
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 24
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.22 | Hedge accounting
The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its future creditors payable in foreign currencies. These derivatives are measured at fair value at each reporting date. To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year. Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. Page 25
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Group's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to according estimates are recognised in the period in which the estimates is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Critical judgments in applying the Group’s accounting policies Intangible Assets The annual amortisation charge for intangible assets is sensitive to due the material nature of the value of intangible fixed assets. The amortisation rates are reviewed annually to ensure they are appropriate for the type of asset. Assets are reviewed for impairment on an annual basis. Key accounting estimates and assumptions The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tour operator holiday sales | 19,188,547 | 15,611,791
| All turnover arose within the United Kingdom.
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 42,117 | 32,024
Page 26
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
6. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | (458,090) | (153,795)
| Other operating lease rentals | 53,831 | 50,829
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 32,434 | 26,600
| Fees payable for non-audit services | 9,703 | 16,900
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 822,974 | 766,445
| Social security costs | 65,109 | 45,243
| Cost of defined contribution scheme | 26,375 | 24,497
|  | 914,458 | 836,185
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Sales and administration | 19 | 18
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
Page 27
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | - | 165,831
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 50,507 | 40,724
11. | Interest payable and similar expenses
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 323 | 991
| Other loan interest payable | 114,521 | 126,016
| Other interest payable | 5,857 | 606
|  | 120,701 | 127,613
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | - | (6,457)
| Total current tax | - | (6,457)
| Deferred tax |  |
| Origination and reversal of timing differences | 58,199 | (93,979)
| Tax on profit/(loss) | 58,199 | (100,436)
Page 28
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 513,238 | (561,895)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 128,310 | (140,474)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (13,487) | 32,533
| Capital allowances for year in excess of depreciation | (2,825) | (6,521)
| Utilisation of tax losses | (111,998) | -
| Movements in deferred taxation | 58,199 | (93,979)
| Unrelieved tax losses carried forward | - | 108,005
| Total tax charge for the year | 58,199 | (100,436)
| Factors that may affect future tax charges
There were no factors that may affect future tax charges at 31 October 2025.
13. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accountancy and professional services | - | 253,162
Page 29
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
14. | Intangible assets
| Group and Company
|  | Intellectual property | Website development | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 November 2024 | 185,495 | 363,005 | 618,312 | 1,166,812
| Additions | - | 4,339 | - | 4,339
| Disposals | (185,495) | (41,709) | - | (227,204)
| At 31 October 2025 | - | 325,635 | 618,312 | 943,947
| Amortisation |  |  |  |
| At 1 November 2024 | 153,298 | 70,397 | 61,831 | 285,526
| Charge for the year on owned assets | 31,097 | 37,431 | 61,831 | 130,359
| On disposals | (184,395) | (41,709) | - | (226,104)
| At 31 October 2025 | - | 66,119 | 123,662 | 189,781
| Net book value |  |  |  |
| At 31 October 2025 | - | 259,516 | 494,650 | 754,166
| At 31 October 2024 | 32,197 | 292,608 | 556,481 | 881,286
Page 30
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
15. | Tangible fixed assets
| Group
|  | Long-term leasehold property | Fixtures and fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 November 2024 | 17,962 | 3,564 | 30,515 | 162,349 | 214,390
| Disposals | (17,962) | (3,564) | (26,772) | (162,349) | (210,647)
| At 31 October 2025 | - | - | 3,743 | - | 3,743
| Depreciation |  |  |  |  |
| At 1 November 2024 | 17,962 | 3,564 | 28,992 | 162,240 | 212,758
| Charge for the year on owned assets | - | - | 395 | 109 | 504
| Disposals | (17,962) | (3,564) | (26,772) | (162,349) | (210,647)
| At 31 October 2025 | - | - | 2,615 | - | 2,615
| Net book value |  |  |  |  |
| At 31 October 2025 | - | - | 1,128 | - | 1,128
| At 31 October 2024 | - | - | 1,523 | 109 | 1,632
Page 31
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
16. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 November 2024 | 1
| At 31 October 2025 | 1
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| ETG Bidco1 Limited | 11 Haviland House, 17 Cobham Road, Ferndown Industrial Estate, Wimborne, Dorset, BH21 7PE | That of a holding company | Ordinary | 100%
| Atkins Travel Limited | As above | That of a tour operator | Ordinary | 100%
| Tribes Travel Limited | As above | That of a tour operator | Ordinary | 100%
| Prestige Flights Limited | As above | Dormant | Ordinary | 100%
| Prestige Holidays Limited | As above | Dormant | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 October 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| ETG Bidco1 Limited | (10,103) | (10,104)
| Atkins Travel Limited | (315,631) | 396,824
| Tribes Travel Limited | 860,381 | 130,150
| Prestige Flights Limited | 100 | -
| Prestige Holidays Limited | 2 | -
Page 32
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
17. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts owed by group undertakings | - | - | 250,000 | 250,000
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 46,641 | - | - | -
| Other debtors | 318,942 | 945,823 | - | -
| Called up share capital not paid | 119 | 119 | 119 | 119
| Prepayments and accrued income | 2,104,656 | 1,429,724 | - | -
| Deferred taxation | 401,038 | 459,237 | - | -
| Financial instruments | 29,164 | - | - | -
|  | 2,900,560 | 2,834,903 | 119 | 119
| Included within Prepayments and accrued income above are payments made to suppliers relating to bookings departing after the year end, where the Group is acting as principal. The total of these prepaid costs at 31 October 2025 was £1,837,016 (2024 - £1,150,080).
18. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 2,094,213 | 1,047,837
| Included within cash at bank and in hand above are UK Trust Accounts, which are independently and professionally managed by Stonecot Trustees Limited. As at 31 October 2025, the sum of £963,647 (2024 - £728,446) was held in the Trust Accounts as restricted cash, to be released upon a set of rules agreed with the Civil Aviation Authority ("CAA") and Stonecot Trustees Limited, which provide full consumer protection for ATOL bookings.
Page 33
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
19. | Creditors: Amounts falling due within one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Bank loans | 8,273 | 10,000
| Trade creditors | 415,435 | 675,343
| Corporation tax | - | 5,227
| Other taxation and social security | 16,239 | 14,322
| Other creditors | 652,633 | 157,168
| Accruals and deferred income | 4,612,660 | 3,875,939
|  | 5,705,240 | 4,737,999
| Included within Accruals and deferred income above are receipts from customers relating to bookings departing after the year end, where the Group is acting as principal. The total of these receipts taken in advance at 31 October 2025 was £4,522,789 (2024 - £3,326,638). Included within other creditors above is a loan of £345,000 from Embrace Steel Group Limited, which carries an interest rate of 29.28% per annum. This loan was subordinated to the Civil Aviation Authority ("CAA") and could not be repaid without the CAA's prior written consent, however, upon receiving that consent, the loan was repaid following the year-end in December 2025. The Group had BSP outstanding cash sales of £16,778 at 31 October 2025, all of which were paid within November 2025.
20. | Creditors: Amounts falling due after more than one year
|  | Group | Group As restated | Company | Company As restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | - | 8,293 | - | -
| Other creditors | 250,000 | 725,479 | 250,000 | 250,000
| Accruals and deferred income | 76,770 | 60,033 | - | -
|  | 326,770 | 793,805 | 250,000 | 250,000
Included within other creditors above is a loan of £250,000 from one of the shareholders of the Company, Jason John Robert Hacker. The loan carries a fixed interest rate of 10%, has been subordinated to the Civil Aviation Authority ("CAA") and cannot be repaid without the CAA's prior written consent. Page 34
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
21. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Bank loans due within one year | 8,273 | 10,000
| Bank loans due within 1-2 years | - | 8,293
|  | 8,273 | 18,293
| Bank loans above include a loan from the Group's bankers, Barclays Bank Plc, amounting to £50,000, drawn down in October 2020 and supported by the Bounce Back Loan Scheme ("BBLS"). The loan is for a 6 year term with a capital repayment holiday for the first 12 months. There was no interest payable for the first 12 months and a fixed interest rate of 2.50% per annum is charged thereafter.
22. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | 459,237
| Charged to profit or loss | (58,199)
| At end of year | 401,038
Page 35
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 22.Deferred taxation (continued)
| Company
|  | 2025
| At beginning of year | -
| At end of year | -
| The deferred tax asset is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | 198 | 59,237
| Tax losses carried forward | 400,840 | 400,000
|  | 401,038 | 459,237
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and partly paid |  |
|  | 120,000 (2024 - 120,000) Ordinary shares of £0.001 each | 120 | 120
| The Ordinary shares of £0.001 each carry full voting rights, full dividend rights and full rights to participation in any capital distribution on winding up.
24. | Reserves
Other reserves Other reserves relate to a cash flow hedging reserve to which, in accordance with the Company's accounting policies, the effective portion of changes in the fair value of foreign exchange forward contract derivatives are recognised. Profit and loss account The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to shareholders of the Group. Page 36
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
25. | Prior year adjustment
The comparatives for the year ended 31 October 2024, along with the Group's reserves as at 1 November 2023, have been restated following the finalisation of a deal to invest in the Group. As part of this, the interest due on one of the Group's loans was settled in full, the payment of which had been delayed to help with meeting liquidity covenants. Consequently, the final amount of interest settled needs to be accrued for. The effect of the restatement was to reduce opening reserves at 1 November 2023 by £29,463 and reduce profits for the year ended 31 October 2024 by £101,016.
26. | Contingent liabilities
At 31 October 2025, there were contingent liabilities outstanding in respect of counter indemnities given by the Company, in the normal course of business, to the Group's bond insurance obligors in respect of Civil Aviation Authority ('CAA') and the Association of Bonded Travel Organisers Trust ('ABTOT') travel bonds amounting to £2,841,589.
27. | Pension commitments
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £26,375 (2024 - £24,497). Contributions totalling £822 (2024 - £7,167) were payable to the fund at the reporting date.
28. | Commitments under operating leases
| At 31 October 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 76,375 | 66,139
| Later than 1 year and not later than 5 years | 178,388 | 186,176
| Later than 5 years | 50,623 | 120,417
|  | 305,386 | 372,732
Page 37
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
29. | Related party transactions
| At year-end, the Group owed £565,000 (2024 - £475,479) to Embrace Steel Group Limited, a company under common control with the Group, for a loan received in 2023. Since year-end, this loan has been repaid in December 2025. At year-end, the Group owed £250,000 (2024 - £250,000) to Jason John Robert Hacker, a shareholder of the Company. Details of the loan are disclosed within note 20 to the financial statements. During the year, fees totalling £Nil (2024 - £55,000) were payable to TE Business Services Limited, a company owned by one of the directors, C Bartholomew. At year-end, the Group owed £Nil (2024 - £6,000) to the related party. No fees were charged for the year ended 31 October 2025 as agreed between the directors and the Group. During the year, fees totalling £Nil (2024 - £55,000) were payable to D&T Curnock Limited, a company owned by one of the directors, D Curnock. At year-end, the Group owed £Nil (2024 - £6,000) to the related party. No fees were charged for the year ended 31 October 2025 as agreed between the directors and the Group. During the year, fees totalling £Nil (2024 - £55,000) were payable to DJC Pure Investments Limited, a company owned by one of the directors, J Sapak. At year-end, the Group owed £Nil (2024 - £6,000) to the related party. No fees were charged for the year ended 31 October 2025 as agreed between the directors and the Group.
30. | Post balance sheet events
There have been no significant events affecting the Group since the year end. During 2026, the Group will continue to operate as outlined in the principal activity note.
31. | Controlling party
The ultimate controlling party is Jason John Robert Hacker. Page 38
EMBRACE TRAVEL GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
32. | Cash flow hedges
| At 31 October 2025, the Group had 101 foreign exchange forward contracts that it designated as cash flow hedges of highly probable foreign currency payments to suppliers for firm commitments in future periods. These contracts are entered into to minimise the Group's exposure to foreign exchange risk, between the prices agreed when a customer booking is made and when the supplier is paid. The following table summarises the foreign currency cash flow hedging instruments in place as at 31 October 2025:
|  | 2025 Volume | 2025 Fair Value
|  | (Local Currency) | (GBP)
| Foreign currency cash flow hedging instruments |  |
| Canadian Dollars (CAD) | 2,025,685 | 1,105,384
| US Dollars (USD) | 1,378,689 | 1,036,193
| Euros (EUR) | 808,455 | 705,087
| Australian Dollars (AUD) | 680,285 | 332,529
| New Zealand Dollars (NZD) | 603,502 | 268,921
|  | 5,496,616 | 3,448,114
| The present value of the highly probable forecast foreign currency cash flows that were designated as the hedged items within the hedging relationship at 31 October 2025 totalled £3,448,114. The following table summarises the expected timing and amounts of the forecast future cash flows, which will be recognised in the income statement in the same period in which the cash flows occur:
|  |  |  |  | Total
|  |  |  |  | £
| Determination period |
| November - January 2026 | 709,588
| February - April 2026 | 1,073,150
| May - July 2026 | 1,464,443
| August - October 2026 | 200,933
|  | 3,448,114
| During the period, the Group recognised net gains of £29,164 on forward currency cash flow hedging instruments, all of which were found to be effective and were recognised through other comprehensive income into the cash flow hedging reserve.
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