Company Registration No. 14840422 (England and Wales)
Nomad Conservation Group Holdings Limited
Annual report and
group financial statements
for the year ended 30 April 2025
Nomad Conservation Group Holdings Limited
Company information
Directors
C A Stevens
M J K Houldsworth
L O De Vere
G C Theobald
M A Turner (Chair)
(Appointed 1 May 2025)
J S Watherston
(Appointed 8 July 2025)
Company number
14840422
Registered office
Unit 5 Manor Farm Barns
Burcombe
Wiltshire
SP2 0EJ
Independent auditor
Saffery LLP
Midland House
2 Poole Road
Bournemouth
Dorset
BH2 5QY
Nomad Conservation Group Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group income statement
10
Group statement of comprehensive income
11
Group statement of financial position
12 - 13
Group statement of changes in equity
14
Group statement of cash flows
15
Notes to the group financial statements
16 - 40
Parent company statement of financial position
41
Parent company statement of changes in equity
42
Notes to the parent company financial statements
43 - 44
Nomad Conservation Group Holdings Limited
Strategic report
For the year ended 30 April 2025
1

The directors present the strategic report for the year ended 30 April 2025.

Business review

The groups results show consolidated turnover for the period of $32.2m, an increase of 10% compared to the preceding year ended 30 April 2024 (FY24). The destination market for the group and its operations continues to see strong global demand, with competition increasing across the range of available product. Volumes for the group remained relatively static in the year with the increased revenue reflecting a greater exercising of control over the product mix alongside development of its pricing strategy.

Gross profit increased by $2.1m to $10.1m (FY24 $8.0m) and as a percentage of turnover was 31.4% (FY24 27.3%). This was expected from the increased revenue recognised in the year however is also testament to the success of targeted investment in controls and reporting which have enabled better management of both fixed and variable costs through the business.

Operating profit increased by $1.8m to $2.9m (FY24 $1.1m) with administrative costs increasing by 6.3% to $7.3m.

The financial performance of the business in the year ended 30 April 2025 saw the group achieve a profit before tax of $2.2m, marking the end of its recovery period from the Covid-19 pandemic and a return to healthy financial operational performance.

At 30 April 2025 the group had net assets of $0.3m (FY24 net liabilities of $0.9m).

The operational profit of the business in the year combined with strong booking activity for future travel resulted in cash generated from operations of $4.77m (FY24 $3.8m). With debt repayments in line with its arrangements the group was able to invest strategically in its property portfolio whilst producing a net cash increase in the year of $0.9m (FY24: $0.2m).

Customer satisfaction and guest feedback across the portfolio of Nomad services continues to be exceptional.

The business recognises a significant pace of change both in the destination landscape marked by high competition for key demand areas and camp locations, but also in the marketplace, with technology increasingly impacting how travel opportunities are selected and booked. The group continues to balance its approach to both in a way that seeks to mitigate threat and capitalise upon opportunity in equal measure.

Future outlook

The group continues to see strong demand for bespoke safari holidays across all segments of the market although the US trade channel shows a slower rate of growth than other regions. The coming year is expected to deliver revenue growth greater than 10% for the year ending 30 April 2026 with the group now monitoring closely the impact of global economic and geo-political factors on bookings for the years beyond. New strategic partnerships have been formed to drive the group’s sales and brand strategy in key geographical markets, which are expected to quickly show results in booking trends for future travel.

The management has seen the impact of achieving more efficiency through all areas of its operations as its revenues grow, and with further benefit to be realised there is a high level of confidence in the commercial success of the business in the short to medium term both through its operations and more widely its ability to deliver on its core social impact objectives.

Nomad Conservation Group Holdings Limited
Strategic report (continued)
For the year ended 30 April 2025
2
Principal risks and uncertainties

The group faces a range of risks and uncertainties, which the directors and management monitor regularly and have implemented control measures to mitigate where possible.

Economic risk

Economic factors influence consumer demand for travel. Interest in the safari experience is global however, and the groups client base well diversified in respect of its source markets.

Natural and geopolitical risk

There is a risk that external factors including health, weather and government regulations could affect travel to East Africa. The group works closely with its trade partners to understand the market response to these factors and to respond swiftly to scenarios as they become apparent. The group has a well-diversified portfolio of property across Tanzania that is helpful in adapting swiftly to localised events.

Legal, regulatory and taxation risks

The group is exposed to a diverse range of legal and regulatory environments. In managing the associated risks the group has a balanced approach of centralised group oversight, coupled with appropriately specialised local frameworks that rely on a combination of internal expertise and independent professional advisors.

Liquidity risk

The group has a very seasonal cash cycle due to the different travel volumes at particular times of year. The group manages its obligations through fluid and constant cash flow forecasting and monitoring of outcomes in relation to its expectations.

Foreign exchange

The group prices and sells its product offering in USD, with its key supplies being denominated in USD, TZS and GBP. The group manages its exposure to foreign exchange risk by employing conservative hedging strategies in close alignment to its cash flow cycle.

On behalf of the board

M A Turner
Director
6 March 2026
Nomad Conservation Group Holdings Limited
Directors' report
For the year ended 30 April 2025
3

The directors present their annual report and financial statements for the year ended 30 April 2025.

Principal activities

The principal activity of the company was to be a holding company, whereas the principal activity of the group continued to be the sale of bespoke safari holiday packages.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

C A Stevens
M J K Houldsworth
L O De Vere
A W D N Edwards
(Resigned 7 November 2025)
A I Tavares De Matos Pimenta
(Resigned 8 July 2025)
G C Theobald
M A Turner (Chair)
(Appointed 1 May 2025)
J S Watherston
(Appointed 8 July 2025)
Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.

Post reporting date events

After the balance sheet date, the Group approved and completed a corporate restructuring in which a new holding company was inserted. At that time, proprietary booking software (the Hornbill system) was transferred into a newly incorporated subsidiary which was then subsequently de-merged from the group. The disposal of Hornbill by Nomad Safaris Ltd was completed at its market value of $708,424. The group has entered into a licence agreement to maintain use of the software on an arms-length basis. As these transactions were completed after the year end and do not relate to conditions existing at the balance sheet date, they represent non-adjusting events and no changes have been made to the amounts recognised in these financial statements.

Auditor

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Nomad Conservation Group Holdings Limited
Directors' report (continued)
For the year ended 30 April 2025
4
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

- the directors have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

On behalf of the board
C A Stevens
Director
6 March 2026
Nomad Conservation Group Holdings Limited
Directors' responsibilities statement
For the year ended 30 April 2025
5

The directors are responsible for preparing the annual report 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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

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 of the profit or loss of the company for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Nomad Conservation Group Holdings Limited
Independent auditor's report
To the members of Nomad Conservation Group Holdings Limited
6
Opinion

We have audited the financial statements of Nomad Conservation Group Holdings Ltd (UK) (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 April 2025 which comprise the group income statement, the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

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 30 April 2025 and of the group's profit for the year then ended;

- the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

- the financial statements 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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 included in the annual report other than the financial statements and our auditor's report 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.

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.

Nomad Conservation Group Holdings Limited
Independent auditor's report (continued)
To the members of Nomad Conservation Group Holdings Limited
7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the 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 parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the group and parent company financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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.

Nomad Conservation Group Holdings Limited
Independent auditor's report (continued)
To the members of Nomad Conservation Group Holdings Limited
8

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors, communication with component auditors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications with component auditors included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

As group auditors, t here are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Nomad Conservation Group Holdings Limited
Independent auditor's report (continued)
To the members of Nomad Conservation Group Holdings Limited
9

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 auditor's 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.

Hannah Mazrae (Senior Statutory Auditor)
For and on behalf of Saffery LLP
6 March 2026
Statutory Auditor
Midland House
2 Poole Road
Bournemouth
Dorset
BH2 5QY
Nomad Conservation Group Holdings Limited
Group income statement
For the year ended 30 April 2025
10
Year
Period
ended
ended
30 April
30 April
2025
2024
Notes
$
$
Revenue
4
32,236,519
29,247,979
Cost of sales
(22,107,781)
(21,263,118)
Gross profit
10,128,738
7,984,861
Other operating income
75,579
-
Administrative expenses
(7,267,799)
(6,837,819)
Operating profit
2,936,518
1,147,042
Investment revenues
8
21,827
5,469
Finance costs
9
(805,657)
(721,622)
Profit before taxation
2,152,688
430,889
Income tax expense
10
(917,349)
(413,571)
Profit for the year
1,235,339
17,318
Profit for the financial year is attributable to:
- Owners of the parent company
1,235,339
(477,151)
- Non-controlling interests
-
494,469
1,235,339
17,318
The income statement has been prepared on the basis that all operations are continuing.
Nomad Conservation Group Holdings Limited
Group statement of comprehensive income
For the year ended 30 April 2025
11
Year
Period
ended
ended
30 April
30 April
2025
2024
$
$
Profit for the year
1,235,339
17,318
Other comprehensive income:
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation (loss)/gain arising in the year
(1,658)
212,722
Total comprehensive income for the year
1,233,681
230,040
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,233,681
(264,429)
- Non-controlling interests
-
494,469
1,233,681
230,040
Nomad Conservation Group Holdings Limited
Group statement of financial position
As at 30 April 2025
12
2025
2024
Notes
$
$
Non-current assets
Goodwill
11
583,311
583,311
Intangible assets
11
718,968
559,325
Property, plant and equipment
12
12,460,640
10,663,845
Deferred tax asset
20
206,362
368,648
13,969,281
12,175,129
Current assets
Inventories
14
317,221
331,779
Trade and other receivables
16
2,221,391
2,331,429
Cash and cash equivalents
4,445,159
3,557,482
6,983,771
6,220,690
Current liabilities
Trade and other payables
17
11,221,088
10,252,922
Borrowings
18
1,113,387
1,134,358
Lease liabilities
19
160,121
115,998
12,494,596
11,503,278
Net current liabilities
(5,510,825)
(5,282,588)
Non-current liabilities
Borrowings
18
945,880
2,048,051
Lease liabilities
19
7,167,353
5,732,951
8,113,233
7,781,002
Net assets/(liabilities)
345,223
(888,461)
Equity
Called up share capital
22
890,762
890,762
Share premium account
23
124,632
124,632
Other reserves
22
457,258
457,258
Translation reserve
22
(55,661)
(54,003)
Capital redemption reserve
22
3,000,000
3,000,000
Retained earnings
22
(4,071,768)
(5,307,110)
Total equity
345,223
(888,461)
Nomad Conservation Group Holdings Limited
Group statement of financial position (continued)
As at 30 April 2025
13
The financial statements were approved by the board of directors and authorised for issue on 6 March 2026 and are signed on its behalf by:
..............................................
M A Turner
C A Stevens
Director
Director
Company registration number 14840422 (England and Wales)
Nomad Conservation Group Holdings Limited
Group statement of changes in equity
For the year ended 30 April 2025
14
Share capital
Share premium account
Capital redemption reserve
Other reserves
Translation reserve
Retained earnings
Total
Non-controlling interest
Total
Notes
$
$
$
$
$
$
$
$
$
Balance at 2 May 2023
781,650
733,091
3,000,000
(85,328)
(255,954)
(4,829,956)
(656,497)
(375,771)
(1,032,268)
Period ended 30 April 2024:
Profit
-
-
-
-
-
(477,151)
(477,151)
494,469
17,318
Other comprehensive income:
Currency translation differences
-
-
-
-
212,722
-
0
212,722
-
212,722
Total comprehensive income
-
-
-
-
212,722
(477,151)
(264,429)
494,469
230,040
Transactions with owners:
Issue of share capital
22
109,112
-
0
-
-
-
-
109,112
-
109,112
Acquisition of subsidiary
-
-
-
-
-
-
-
(118,698)
(118,698)
Other movements
-
(608,459)
-
542,586
(10,771)
-
(76,644)
-
(76,644)
Balance at 30 April 2024
890,762
124,632
3,000,000
457,258
(54,003)
(5,307,107)
(888,458)
-
(888,458)
Year ended 30 April 2025:
Profit
-
-
-
-
-
1,235,339
1,235,339
-
1,235,339
Other comprehensive income:
Currency translation differences
-
-
-
-
(1,658)
-
0
(1,658)
-
(1,658)
Total comprehensive income
-
-
-
-
(1,658)
1,235,339
1,233,681
-
1,233,681
Balance at 30 April 2025
890,762
124,632
3,000,000
457,258
(55,661)
(4,071,768)
345,223
-
345,223
Nomad Conservation Group Holdings Limited
Group statement of cash flows
For the year ended 30 April 2025
15
2025
2024
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
29
4,773,369
3,801,273
Interest paid
(773,847)
(442,848)
Income taxes paid
(629,333)
(58,394)
Net cash inflow from operating activities
3,370,189
3,300,031
Investing activities
Purchase of intangible assets
(180,924)
(321,376)
Purchase of property, plant and equipment
(1,132,165)
(2,101,566)
Proceeds from disposal of property, plant and equipment
2,489
-
Interest received
21,827
5,469
Net cash used in investing activities
(1,288,773)
(2,417,473)
Financing activities
Repayment of bank loans
(1,020,261)
(579,224)
Payment of lease liabilities
(148,261)
(112,531)
Net cash used in financing activities
(1,168,522)
(691,755)
Net increase in cash and cash equivalents
912,894
190,803
Cash and cash equivalents at beginning of year
3,557,482
3,401,595
Effect of foreign exchange rates
(25,217)
(34,916)
Cash and cash equivalents at end of year
4,445,159
3,557,482
Nomad Conservation Group Holdings Limited
Notes to the group financial statements
For the year ended 30 April 2025
16
1
Accounting policies
Company information

Nomad Conservation Group Holdings Ltd (UK) (“the company”) is a private limited company incorporated in England and Wales. The registered office is Unit 5 Manor Farm Barns, Burcombe, Salisbury, SP2 0EJ.

1.1
Reporting period
The financial statements have been prepared for the year ended 30 April 2025. The comparative period is from incorporation on 2 May 2023 to 30 April 2024.
1.2
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US dollars, which is the functional and presentational currency of the group. Monetary amounts in these financial statements are rounded to the nearest $.

USD is the currency of the primary economic environment in which it operates and the Group's performance is evaluated, and its liquidity managed in USD.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The merger accounting method was applied to the Nomad Conservation Group business combination in the year ended 30 April 2024. Under the merger accounting method, the Group accounted for Nomad Conservation Group as if it had always been combined since the original acquisition of the relevant entities by the ultimate controlling party, resulting in the results being shown in the comparatives for the group. The merger accounting method involves accounting for assets and liabilities of the acquired business using existing carrying values rather than fair values, as a result no goodwill arose on this combination.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
17
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Nomad Conservation Group Holdings Ltd (UK) together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Revenue

Revenue comprises the fair value of the consideration received or receivable for the performance of services in the ordinary course of business and is stated net of Value Added Tax (VAT) and discounts.

Revenue from the sale of safari packages is recognised at a point in time when control of the services is transferred to the customer, generally on the date of departure for travel.

Revenue from accommodation and related services is recognised based on bed nights spent by the client at the lodges.

The travel, accommodation and other services included in a safari package are transformed into one product for the customer through a significant integration service provided by the Group such that the safari package constitutes one performance obligation for the Group. The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the services before transferring them to the customer.

Revenue is measured at the fair value of the contractual consideration received or receivable excluding amounts collected on behalf of third parties and represents amounts receivable for services in the normal course of business.

Other revenues earned by the Group are recognised on the following basis:

- Interest income on a time proportion basis using the effective interest method.

- Dividend income is recognised when the right to receive a dividend has been established.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
18
1.7
Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

1.8
Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

- Software: 20% straight line basis

1.9
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
4% straight line basis
Fixtures and fittings
12.5% - 25% straight line basis
Plant and equipment
12.5% straight line basis
Computers
25% - 33% straight line basis
Motor vehicles
25% straight line basis
Right of use assets
4% straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.10
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
19

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined by the first-in-first-out (FIFO) method. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimate of the selling price in the ordinary course of business, less selling expenses. Full provision is made for all excess, obsolete and damaged stock.

1.13
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
20
1.14
Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
21
Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.15
Financial liabilities

The group recogni s es financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

1.16
Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

1.17
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
22
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
1
Accounting policies (continued)
23

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

Right-of-use assets are subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, adjusted for any r emeasurement of the lease liability. Depreciation is calculated using the straight-line method to write down the cost of each asset to its residual value over its estimated useful life. If ownership of the underlying asset is not expected to pass to the Group at the end of the lease term, the e stimated useful life would not exceed the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Increases in the carrying amount arising on revaluation of leasehold land and buildings are r ecognised in other comprehensive income and accumulated in equity under the heading of r evaluation surplus. Decreases that offset previous increases of the same asset are recognised in other comprehensive income. All other decreases are recognised in profit or loss. Annually, the d ifference between the depreciation charge based on the revalued carrying amount of the asset recognised in profit or loss and depreciation based on the asset's original cost (excess d epreciation) is transferred from the revaluation reserve to retained earnings.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.21
Foreign exchange

Transactions in currencies other than US dollar are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.22

Related Parties

Related parties are individuals and companies where the individual or Group has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
24
2
Adoption of new and revised standards and changes in accounting policies

During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations, that became effective for the first time.

Standard | Effective date, annual period beginning on or after
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) | 1 January 2024
Classification of Liabilities as Current or Non-Current, Non-current Liabilities with Covenants: amendments to IAS 1 | 1 January 2024
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) | 1 January 2024

Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the group and which have not been applied in these financial statements, were in issue but were not yet effective.

Standard | Effective date, annual period beginning on or after
Lack of Exchangeability (Amendments to IAS 21) | 1 January 2025
Annual Improvements to IFRS Accounting Standards – Volume 11 | 1 January 2026
Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9) | 1 January 2026

The directors are evaluating the impact that these standards will have on the financial statements of the group. They do not consider the impact will be material.

At the date of authorisation of these financial statements, the following standards and interpretations relevant to group and which have not been applied in these financial statements, have not been endorsed for use in the UK and will not be adopted until such time as endorsement is confirmed.

Standard | Effective date, annual period beginning on or after
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) | 1 January 2026
IFRS 18 – Presentation and Disclosure in Financial Statements | 1 January 2027
IFRS 19 – Subsidiaries without Public Accountability: Disclosures | 1 January 2027

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
25
3
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Determination of fair values

The Group's accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes as shown below. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Property, plant and equipment

The cost of the property, plant and equipment is depreciated over the estimated useful life of the asset. The estimated useful life is based on expected usage of the asset and expected physical wear and tear, which depends on operational factors. Management has not considered any residual value necessary as it was deemed immaterial.

Going concern

Judgements made by management and those charged with governance with regard to the appropriateness of the going concern assumptions are discussed under Note 1.5.

Assessment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating unit to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash generating unit and to apply suitable growth and discount rates. Further details are included in Note 11.

Assessment of impairment of trade receivables

Determining whether trade receivables are impaired requires an estimation of the likelihood of recovery of individual customer balances. Management consider various factors, including the ageing of the balances and knowledge of the customer relationship.

Deferred tax assets

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Recoverability of deferred tax assets have been assessed for each subsidiary based on the forecasted taxable profit to be generated during the next financial period. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
26
4
Revenue
2025
2024
$
$
Revenue analysed by class of business
Nomad services
16,379,135
13,659,810
Third party services
15,697,857
15,163,844
Credits and refunds
101,935
372,750
Other sales
57,592
51,575
32,236,519
29,247,979
2025
2024
$
$
Revenue analysed by geographical market
United Kingdom
11,727,388
8,522,740
North America
8,927,700
7,942,527
Africa
7,138,131
7,739,762
Rest of World
4,443,300
5,042,950
32,236,519
29,247,979
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
15,175
10,845
Audit of the financial statements of the company's subsidiaries
37,016
61,467
52,191
72,312
For other services
Tax services
-
0
5,385
Other services
7,500
26,963
Total non-audit fees
7,500
32,348
6
Employees

The average monthly number of persons (including directors) employed by the group during the year was:

2025
2024
Number
Number
331
318
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
6
Employees (continued)
27

Their aggregate remuneration comprised:

2025
2024
$
$
Wages and salaries
4,406,873
4,156,743
Social security costs
306,288
294,919
Retirement benefits
352,140
326,327
5,065,301
4,777,989
7
Directors' remuneration
2025
2024
$
$
Remuneration for qualifying services
647,316
691,890
Company pension contributions to defined contribution schemes
26,620
27,459
673,936
719,349

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
$
$
Remuneration for qualifying services
205,824
199,899
Company pension contributions to defined contribution schemes
9,622
8,947
8
Investment income
2025
2024
$
$
Interest income
Financial instruments measured at amortised cost:
Bank deposits
21,581
5,469
Other interest income on financial assets
246
-
0
Total interest revenue
21,827
5,469
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
28
9
Finance costs
2025
2024
$
$
Other interest payable
805,657
721,622
10
Income tax expense
2025
2024
$
$
Current tax
Foreign taxes and reliefs
758,801
121,058
758,801
121,058
Deferred tax
Origination and reversal of temporary differences
170,136
106,190
Adjustment in respect of prior periods
(11,588)
-
0
158,548
292,513
Total tax charge
917,349
413,571
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
10
Income tax expense (continued)
29

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2025
2024
$
$
Profit before taxation
2,152,688
430,889
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
538,172
107,697
Effect of expenses not deductible in determining taxable profit
153,904
343,858
Income not taxable
(2,572)
-
Adjustment in respect of prior years
53,210
-
Double tax relief
(4,938)
(7,648)
Permanent capital allowances in excess of depreciation
-
(30,226)
Effect of overseas tax rates
11,525
-
Deferred tax adjustments in respect of prior years
23,126
30,641
Tax at marginal rate
(462)
(210)
Current tax - alternative minimum tax
-
67,922
Origination and reversal of timing differences
-
(237,101)
Interest expense restriction
-
52,932
Effect of IFRS 16
-
48,847
Foreign tax
-
(6,851)
Effect of overseas tax rates
145,384
43,710
Taxation charge for the year
917,349
413,571

At 30 April 2025, the group had unused tax losses of $934,360 (2024: $1,271,287) available for offset against future taxable profits. The Group has recognised a deferred tax asset of £226,890 (2024: £365,645) in respect of unused tax losses. The recognition of the deferred tax asset is supported by the Group’s financial forecasts, which indicate a return to sustainable profitability over the forecast period.

11
Intangible assets
Goodwill
Software
Total
$
$
$
Cost
At 2 May 2023
583,311
424,104
1,007,415
Additions
-
321,376
321,376
Disposals
-
0
(186,155)
(186,155)
At 30 April 2024
583,311
559,325
1,142,636
Additions - internally generated
-
0
180,924
180,924
At 30 April 2025
583,311
740,249
1,323,560
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
11
Intangible assets
Goodwill
Software
Total
$
$
$ (continued)
30
Amortisation and impairment
At 2 May 2023
-
0
162,310
162,310
Charge for the year
-
0
19,344
19,344
Eliminated on disposals
-
0
(181,654)
(181,654)
At 30 April 2024
-
0
-
0
-
0
Charge for the year
-
0
21,281
21,281
At 30 April 2025
-
0
21,281
21,281
Carrying amount
At 30 April 2025
583,311
718,968
1,302,279
At 30 April 2024
583,311
559,325
1,142,636
Impairment tests for cash generating units

Goodwill acquired in a business combination is tested annually for impairment. It is allocated to cash generating units (CGUs) that are expected to benefit from synergies of the combination as follows:

2025
2024
$
$
583,311
583,311
583,311
583,311

The recoverable amount of each CGU is determined by reference to its value in use.

The key assumptions for the value in use calculations are those regarding future operating cash flows, discount rates and growth rates. These assumptions have been revised in the year in light of the current economic environment. Management estimates discount rates using pre-tax rates that reflect current market estimates of the time value of money and the risks specific to the CGU. The growth rates are based upon management's assessment of industry growth forecasts.

The group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next financial year and extrapolates cash flows up to five years.

The rate used to discount the forecast cash flows is 10.0%.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
31
12
Property, plant and equipment
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Right of use assets
Total
$
$
$
$
$
$
$
$
Cost
At 2 May 2023
5,107,259
231,550
1,396,035
1,020,837
48,013
1,044,685
6,892,947
15,741,326
Additions
1,032,121
661,138
120,638
152,304
4,970
130,395
-
0
2,101,566
Disposals
-
0
-
0
-
0
(1,151)
(15,077)
-
0
-
0
(16,228)
Revaluation increase
-
0
-
0
-
0
-
0
-
0
-
0
137,868
137,868
Transfers
253,189
(253,189)
-
0
-
0
-
0
-
0
-
0
-
Foreign currency adjustments
(537,692)
(28,124)
(133,865)
(99,680)
-
0
(101,598)
(628,999)
(1,529,958)
At 30 April 2024
5,854,877
611,375
1,382,808
1,072,310
37,906
1,073,482
6,401,816
16,434,574
Additions
203,829
624,253
247,637
46,417
10,029
-
0
-
0
1,132,165
Disposals
(24,199)
-
0
-
0
(1,963)
(1,840)
(40,358)
-
0
(68,360)
Revaluation increase
-
0
-
0
-
0
-
0
-
0
-
0
1,616,556
1,616,556
Transfers
205,867
(318,384)
57,612
54,905
-
0
-
0
-
0
-
0
Foreign currency adjustments
(33,265)
(158,226)
(2,637)
10,469
-
0
(41,726)
(288,865)
(514,250)
At 30 April 2025
6,207,109
759,018
1,685,420
1,182,138
46,095
991,398
7,729,507
18,600,685
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
12
Property, plant and equipment
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Right of use assets
Total
$
$
$
$
$
$
$
$ (continued)
32
Accumulated depreciation and impairment
At 2 May 2023
1,562,555
-
0
1,049,177
759,782
35,013
946,251
1,298,776
5,651,554
Charge for the year
217,545
-
0
87,384
62,554
6,403
56,531
247,126
677,543
Eliminated on disposal
-
0
-
0
-
0
(1,151)
(14,747)
-
0
-
0
(15,898)
Foreign currency adjustments
(153,280)
-
0
(100,455)
(72,279)
-
0
(89,485)
(126,971)
(542,470)
At 30 April 2024
1,626,820
-
0
1,036,106
748,906
26,669
913,297
1,418,931
5,770,729
Charge for the year
235,746
-
0
107,458
62,210
5,813
60,924
186,716
658,867
Eliminated on disposal
(6,827)
-
0
-
0
(972)
(1,840)
(37,621)
-
0
(47,260)
Foreign currency adjustments
(69,001)
-
0
(43,269)
(30,726)
-
0
(36,687)
(62,608)
(242,291)
At 30 April 2025
1,786,738
-
0
1,100,295
779,418
30,642
899,913
1,543,039
6,140,045
Carrying amount
At 30 April 2025
4,420,371
759,018
585,125
402,720
15,453
91,485
6,186,468
12,460,640
At 30 April 2024
4,228,057
611,375
346,702
323,404
11,237
160,185
4,982,885
10,663,845
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
12
Property, plant and equipment (continued)
33

All property, plant and equipment of Nomad Tanzania Limited are pledged as security against borrowings as disclosed in note 18.

Nomad Tanzania Limited has leased park land for rented camping sites. The leases are for an average

period of 25 years, with options to renew. The leases do not contain any restrictions or covenants other than the protective rights of the lessor.

13
Subsidiaries

Details of the company's subsidiaries at 30 April 2025 are as follows:

Name of undertaking
Registered office
Principal activity
% Held
Direct
Indirect
Nomad Conservation Group Management Ltd
Unit 5 Manor Farm Barns, Burcombe, Salisbury, SP2 0EJ
Management services
100.00
-
Nomad Conservation Group
Block 9A & 9B, Cascavelle Business Park, Petite Rivière Noire Road, Cascavelle, 90522. Mauritius
Holding company
0
100.00
Nomad Tanzania Limited
Engira Road No.44, P.O. Box 681, Arusha, Tanzania
Operation of luxury lodges
0
100.00
Nomad Safaris Limited
Unit 5 Manor Farm Barns, Burcombe, Salisbury, SP2 0EJ
Sale of safari packages
0
100.00
The Travel Book Company Limited
Unit 5 Manor Farm Barns, Burcombe, Salisbury, SP2 0EJ
Retail of books
0
100.00

Subsequent to the year end The Travel Book Company Limited was dissolved.

14
Inventories
2025
2024
$
$
Camp supplies
317,220
302,163
Bookshop stock
-
29,615
317,220
331,778
15
Contracts with customers
2025
2024
2024
Period end
Period end
Period start
$
$
$
Contracts in progress
Contract receivables included in trade and other receivables
1,347,216
1,609,694
1,754,422
Contract liabilities
(9,691,611)
(8,503,171)
(7,854,617)
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
15
Contracts with customers (continued)
34
Analysis of contract assets
2025
2024
$
$
Supplier prepayments
1,347,216
1,609,694

The group has recognised an asset, included in trade and other receivables, in respect of supplier prepayments for the direct costs of safari packages with future departure dates.

Analysis of contract liabilities
2025
2024
$
$
Customer payments in advance
9,691,611
8,503,171

Contract liabilities are recognised by the group in connection with customer payments in advance for safari packages with a departure date in the future. In common with industry practice, the group requires customers to pay a deposit to secure a booking and the balance must be paid prior to departure for travel.

The group's contracts with customers generally do not exceed 12 months in duration, from the booking date to the date of departure for travel. Therefore the group has no long-term unsatisfied performance obligations to disclose.

Significant changes in contract assets and liabilities

There have been no significant changes to the group's revenue recognition policies or the nature of the group's contracts with customers during the period. The movements in the contract assets and liabilities at each reporting date reflect the level of future bookings which the group has secured from customers which is impacted by various market factors.

16
Trade and other receivables
2025
2024
$
$
Trade receivables
103,100
10,204
VAT recoverable
67,625
84,363
Other receivables
262,095
300,875
Prepayments
1,788,571
1,935,987
2,221,391
2,331,429
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
35
17
Trade and other payables
2025
2024
$
$
Trade payables
372,485
553,088
Payments received on account
9,691,611
8,503,171
Amounts owed to related parties
-
0
2,776
Accruals
280,928
266,029
Social security and other taxation
246,677
109,440
Other payables
629,387
818,418
11,221,088
10,252,922
18
Borrowings
Current
Non-current
2025
2024
2025
2024
$
$
$
$
Borrowings held at amortised cost:
Bank loans
1,113,387
1,134,358
945,880
2,048,051
1,113,387
1,134,358
945,880
2,048,051

Maturity based on the repayment structure of non-current borrowings is as follows:

2025
2024
$
$
Between 1 and 2 years
1,104,987
1,102,177
Between 2 and 5 years
-
945,874
Over 5 years
-
-
1,104,987
2,048,051

Nomad Tanzania Limited has overdraft facilities with CRDB Plc. of USD 3,0 00,000. It also has a term loan facility of USD 700,000 with CRDB Bank Plc. The USD facility attracts interest of 8%.

The bank facilities are secured by way of a fixed and floating charge over the underlying assets of the group.

The loan held in Nomad Tanzania Limited has a balance of $159,107 and attracts interest of 8%.

The loan held in Nomad Conservation Group Limited has a balance of $1,900,164 attracts interest of 6%.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
36
19
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
$
$
Current liabilities
160,121
115,998
Non-current liabilities
7,167,353
5,732,951
7,327,474
5,848,949
20
Deferred taxation
2025
2024
$
$
Deferred tax liabilities
(52,704)
(52,704)
Deferred tax assets
(153,658)
(315,944)
(206,362)
(368,648)

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

ACAs
Tax losses
Provisions
Short term timing differences
Total
$
$
$
$
$
Deferred tax liability/(asset) at 1 May 2023
10,113
(1,289,037)
(49,662)
11,266
(1,317,320)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
69,063
439,581
25,497
28,353
562,494
Exchange adjustments
(207)
10,701
(376)
259
10,377
Deferred tax liability/(asset) at 1 May 2024
78,969
(838,755)
(24,541)
39,878
(744,449)
Deferred tax movements in current year
Charge/(credit) to profit or loss
104,918
529,674
21,924
(226,461)
430,055
Exchange adjustments
26,018
82,191
2,617
(2,794)
108,032
Deferred tax liability/(asset) at 30 April 2025
209,905
(226,890)
-
0
(189,377)
(206,362)
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
37
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
352,140
326,327

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of $1 each
890,762
890,762
890,762
890,762

Ordinary shares are classified as equity. Each ordinary share has full voting rights, dividend rights and rights on a return of capital.

23
Reserves

Share premium

Includes any premiums received on the issue of share capital. Any transaction costs associated with the issue of shares are deducted from the share premium.

Capital redemption reserve

The capital redemption reserves represents amounts transferred from share capital on re-purchase of own shares.

Translation reserve

The translation reserve represents the cumulative exchange rate differences arising from the translation of foreign subsidiaries' financial statements into the reporting currency of the parent company.

Other reserves

Other reserves include various reserves not classified by more defined categories.

Retained earnings

Retained earnings represent accumulated profits and losses net of dividends.

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
38
24
Events after the reporting date

After the balance sheet date, the Group approved and completed a corporate restructuring in which a new holding company was inserted. At that time, proprietary booking software (the Hornbill system) was transferred into a newly incorporated subsidiary which was then subsequently de-merged from the group. The disposal of Hornbill by Nomad Safaris Ltd was completed at its market value of $708,424. The group has entered into a licence agreement to maintain use of the software on an arms-length basis. As these transactions were completed after the year end and do not relate to conditions existing at the balance sheet date, they represent non-adjusting events and no changes have been made to the amounts recognised in these financial statements.

After the balance sheet date, the group acquired the lease and assets of a site in the Serengeti National Park to compliment its existing portfolio. The consideration amounted to $740,000 including both acquisition and development of the site. As this transaction occurred after the reporting date and does not relate to conditions existing at that date, it has not been recognised in these financial statements.

25
Contingent liabilities

The group had no contingent liabilities at the balance sheet date.

26
Related party transactions
Remuneration of key management personnel

Remuneration totalling $52,638 (2024: $79,948) was paid to family members of directors.

During the year sales totalling $47,607 (2024: $54,746) were made to directors, $nil (2024: $323) remained outstanding and included in trade debtors at the balance sheet date.

During the year purchases totalling $53,095 (2024: $115,886) were made from related companies. No balances were outstanding at the balance sheet date.

Included in other debtors are amounts of $241,378 (2024: $241,378) that reflect interest free shareholder loans arising from the group’s capital re-structuring activities.

Included in other creditors are amounts of $nil (2024: $2,776) due to the group directors.

27
Controlling party
The ultimate parent undertaking and the largest group to consolidate these financial statements is Nomad Conservation Group Holdings Limited. Copies of the Nomad Conservation Group Holdings Limited consolidated financial statements can be obtained from their registered office at Unit 5 Manor Farm Barns, Burcombe, Wiltshire, United Kingdom, SP2 0EJ.
At the balance sheet date, the ultimate controlling party is Blink C.V. as the majority shareholders of the Company. Following the group restructuring detailed in note 24, there is no ultimate controlling party of the group.
Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
39
28
Financial risk management

The Group’s activities expose it to a variety of financial risks through its financial assets and financial

liabilities.

The most important components of financial risk are:

- Credit risk

- Liquidity risk management

- Capital risk management

a) Credit risk

The Group has no significant concentration on credit risk. The Group has policies in place to ensure that sales are made to customers with appropriate credit history. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults.

The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by management based on prior experience and represents the Group’s maximum exposure to credit risk. No credit limit was exceeded during the reporting period and management does not expect any losses from non-performance by these counterparties.

b) Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously forecasting, managing cash flows and matching the maturity profiles of financial assets and liabilities.

c) Capital risk management

The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from last year.

The Group’s objectives when managing capital are:

- To safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders;

- To maintain a strong asset base to support the development of business;

- To maintain an optimal capital structure to reduce the cost of capital; and

- To provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders or adjust the amount of capital expenditure. Consistently with others in the industry, the Group monitors capital on the basis of net debt-to-equity percentage. This percentage is calculated as net debt divided by net debt plus total equity. Net debt is calculated as total debt (as shown in the statement of financial position) less cash and cash equivalents. Capital comprises all components of equity (i.e. share capital, retained earnings/(accumulated losses), capital contribution and all other reserves).

Nomad Conservation Group Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 April 2025
40
29
Cash generated from operations
2025
2024
$
$
Profit for the year before income tax
2,152,688
430,889
Adjustments for:
Finance costs
805,657
721,622
Investment income
(21,827)
(5,469)
Loss on disposal of property, plant and equipment
18,611
4,832
Amortisation and impairment of intangible assets
21,281
19,344
Depreciation and impairment of property, plant and equipment
658,867
677,543
Foreign exchange losses
(71,362)
327,572
IFRS16 Adjustment
242,423
-
Movements in working capital:
Decrease in inventories
14,558
169,234
Decrease/(increase) in trade and other receivables
72,873
(12,543)
Increase in trade and other payables
879,600
1,468,249
Cash generated from operations
4,773,369
3,801,273
Nomad Conservation Group Holdings Ltd (UK)
Company statement of financial position
As at 30 April 2025
30 April 2025
41
2025
2024
Notes
$
$
Non-current assets
Investments
32
895,798
895,798
Current assets
Trade and other receivables
33
64,128
-
0
Cash and cash equivalents
10,375
-
0
74,503
-
Current liabilities
Trade and other payables
34
172,980
29,207
Net current liabilities
(98,477)
(29,207)
Net assets
797,321
866,591
Equity
Called up share capital
35
890,762
890,762
Retained earnings
(93,441)
(24,171)
Total equity
797,321
866,591

As permitted by true s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the period was $69,270.

These 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 6 March 2026 and are signed on its behalf by:
06 March 2026
..............................................
M A Turner
C A Stevens
Director
Director
Company registration number 14840422 (England and Wales)
Nomad Conservation Group Holdings Ltd (UK)
Company statement of changes in equity
For the year ended 30 April 2025
42
Share capital
Retained earnings
Total
Notes
$
$
$
Balance at 2 May 2023
-
0
-
0
-
Period ended 30 April 2024:
Loss and total comprehensive income
-
(24,171)
(24,171)
Transactions with owners:
Issue of share capital
35
890,762
-
890,762
Balance at 30 April 2024
890,762
(24,171)
866,591
Year ended 30 April 2025:
Loss and total comprehensive income
-
(69,270)
(69,270)
Balance at 30 April 2025
890,762
(93,441)
797,321
Nomad Conservation Group Holdings Ltd (UK)
Notes to the company financial statements
For the year ended 30 April 2025
43
30
Accounting policies
Company information

Nomad Conservation Group Holdings Ltd (UK) (“the company”) is a private limited company incorporated in England and Wales. The registered office is Unit 5 Manor Farm Barns, Burcombe, Salisbury, SP2 0EJ.

30.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US dollars, which is the functional and presentation currency of the group. Monetary amounts in these financial statements are rounded to the nearest $.

The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

The financial statements have been prepared for the year ended 30 April 2025. The comparative period is from incorporation on 2 May 2023 to 30 April 2024.
30.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

31
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
-
-
32
Investments
Current
Non-current
2025
2024
2025
2024
$
$
$
$
Investments in subsidiaries
-
0
-
0
895,798
895,798
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 13 of the group financial statements.

Nomad Conservation Group Holdings Ltd (UK)
Notes to the company financial statements (continued)
For the year ended 30 April 2025
44
33
Trade and other receivables
2025
2024
$
$
VAT recoverable
3,426
-
Amounts owed by fellow group undertakings
46,939
-
0
Prepayments
13,763
-
0
64,128
-
34
Trade and other payables
2025
2024
$
$
Trade payables
10,397
-
0
Amounts owed to fellow group undertakings
137,583
5,036
Accruals
25,000
24,171
172,980
29,207
35
Share capital
Refer to note 22 of the group financial statements.
36
Reserves

Refer to note 23 of the group financial statements.

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