Company registration number SC544831 (Scotland)
TRAVELTEK GROUP HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
TRAVELTEK GROUP HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
TRAVELTEK GROUP HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£000
£000
£000
£000
Fixed assets
Investments
4
4,330
4,330
Current assets
Debtors
6
5,711
6,117
Creditors: amounts falling due within one year
7
(13,540)
(13,922)
Net current liabilities
(7,829)
(7,805)
Net liabilities
(3,499)
(3,475)
Capital and reserves
Called up share capital
8
279
279
Share premium account
831
831
Profit and loss reserves
(4,609)
(4,585)
Total equity
(3,499)
(3,475)

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 8 April 2026 and are signed on its behalf by:
D McKay
Director
Company registration number SC544831 (Scotland)
TRAVELTEK GROUP HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
Balance at 1 January 2024
198
831
(5,747)
(4,718)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(902)
(902)
Issue of share capital
8
81
-
0
-
81
Other movements
-
-
2,064
2,064
Balance at 31 December 2024
279
831
(4,585)
(3,475)
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
(24)
(24)
Balance at 31 December 2025
279
830
(4,609)
(3,499)
TRAVELTEK GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Traveltek Group Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Level 3, 38 Queen Street, Glasgow, G1 3DX.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £000.

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

1.2
Going concern

The directors are required to prepare the statutory financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In satisfaction of this responsibility, the board have considered the company's ability to meet its liabilities as they fall due. true

At 31 December 2025 the company had net current liabilities of £7.8m (2024: £7.8m), including £7.8m inter-group debt (net).

The current and future financial position of the company, its cash flows and liquidity position have been reviewed by the directors. The directors have obtained assurances that the group will continue to provide such financial support as necessary.

The directors have reviewed long term cash projections and have satisfied themselves that there are sufficient cash facilities to meet liabilities as they fall due for the next 12 months. Taking all of the above into consideration, the directors believe that it is appropriate to prepare the financial statements on the going concern basis.

1.3
Fixed asset 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.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

TRAVELTEK GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

TRAVELTEK GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.7
Equity instruments

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

1.8
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.9
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 stock or fixed 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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Share-based payments

The share options were for shares in the company. As the employees that were granted options are contractually employed by Traveltek Limited the profit and loss charge is included in the finanical statements of Traveltek Limited with the equity adjustment included in these financial statements. The profit and loss charge and equity adjustment was based on the fair value of the shares at exercise date.

1.11
Foreign exchange

Transactions in currencies other than pounds sterling 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.

TRAVELTEK GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
2
Judgements and key sources of estimation uncertainty

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 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 judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Value of investments

The value of the company's investments is based on the cost of acquir ing the subsidiaries. Directors review the carrying value each year to consider any requirement for impairment, taking into consideration the subsidiaries projections and future plans.

Recoverability of intergroup debt

The recoverability of intergroup debt is considered each year by the directors taking into consideration the subsidiaries projections and future plans. At the year end the amounts owed by group undertakings is considered to be recoverable in full.

3
Employees

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

2025
2024
Number
Number
Total
0
0
4
Fixed asset investments
2025
2024
£000
£000
Shares in group undertakings and participating interests
4,330
4,330
TRAVELTEK GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Stewken Traveltek India Private Limited
India
Ordinary
0
99.99
Traveltek Group Limited
1
Ordinary
100.00
-
Traveltek Inc
USA
Ordinary
100.00
-
Traveltek Limited
1
Ordinary
0
100.00
Traveltek Canada
Canada
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
Suite 3a 38 Queen Street, Glasgow, Scotland, G1 3D
6
Debtors
2025
2024
Amounts falling due within one year:
£000
£000
Amounts owed by group undertakings
5,711
6,109
Other debtors
-
0
8
5,711
6,117
7
Creditors: amounts falling due within one year
2025
2024
£000
£000
Trade creditors
-
0
2
Amounts owed to group undertakings
13,540
13,540
Other creditors
-
0
372
Accruals and deferred income
-
0
8
13,540
13,922
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary A shares of £1 each
5,300
5,300
5
5
Ordinary shares of £1 each
112,429
112,429
113
113
Ordinary B shares of £1 each
161,065
161,065
161
161
278,794
278,794
279
279
TRAVELTEK GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Called up share capital
(Continued)
- 8 -

The holders of Ordinary, Ordinary 'A' and Ordinary 'B' shares all carry the right to vote at all meetings of the company.

During the year the company issued nil Ord inary shares (2024: 80,833) of £1 for £1 per share.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
David MacCallum
Statutory Auditor:
Azets Audit Services
Date of audit report:
9 April 2026
10
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Purchases
Purchases
2025
2024
£000
£000
Other related parties
-
65
11
Parent company

From 29 October 2024, the immediate parent company is Vela UK Holdco Ltd, a company registered in the UK. The ultimate parent company and the controlling party is Constellation Software Inc, which is incorporated in Ontario, Canada and listed on the Toronto Stock Exchange. Prior to 29 October 2024, in the opinion of the directors, there was no single controlling party.

The largest and smallest group into which the results of the company are consolidated is that headed by Constellation Software Inc. The consolidated accounts of this company are available to the public and may be obtained from Constellation Software Inc, 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, ON M5K 1E6, Canada.

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