The directors present the strategic report for the period ended 31 December 2025.
The Blossom group was formed in 2024 to acquire the Newmarket Holidays group, with the acquisition completing in October 2024. These are the first financial statements of the Group, covering the period from incorporation on 20 August 2024 to 31 December 2025.
Group turnover for the period was £105.5m reflecting the trading performance of the Newmarket operating businesses from the date of acquisition. Gross profit was £30.5m representing a gross margin of approximately 29%.
The Group reported an operating loss of £622k after amortisation of goodwill arising on the acquisition (£7.3m). The underlying operating performance of the trading businesses was strong, with all three trading subsidiaries delivering very good results in revenue and profitability. After net interest charges of £1.62m reflecting the acquisition financing structure), the Group reported a loss before taxation of £2.2m.
The trading performance of the Newmarket businesses continued to build strongly through 2025. Newmarket Holidays Limited delivered turnover of £86.6m and Newmarket Transport Limited delivered turnover of £19.0m. The Group’s performance consistently exceeded the wider travel industry throughout the year.
During the year the Group sharpened its strategic focus on the core escorted tours proposition, while also developing new product formats including Tour Plus extensions and the Premier Tours range. The Group continued to invest in its digital marketing capabilities, customer data infrastructure, trade distribution partnerships and technology platform, all of which contributed to the strong performance. The continued focus on service quality saw the Group maintain its sector-leading Trustpilot score of 4.8 and win a record number of industry awards for the third consecutive year. Since the year end, the Group has launched a new Tour Only product, offering the core touring experience without flights through trade distribution partners.
The senior leadership team was strengthened during the period with the appointment of a new Chief Financial Officer and a Chief Marketing Officer. The Group also invested in its information security capability.
Forward sales for the 2026 departure year and beyond are strong across both short-haul and long-haul products, and the directors are confident in the Group’s continued growth prospects.
The geopolitical environment became increasingly complex during 2025 and has continued to evolve since the balance sheet date. The principal external risks affecting the Group are set out below, together with the factors that position the Group to navigate them successfully.
Geopolitical risk
The conflict in Ukraine continued throughout 2025, contributing to elevated energy costs and airspace restrictions on certain routes. A ceasefire in Gaza was reached in October 2025, although the broader regional situation remained uncertain. Since the balance sheet date, there has been a further escalation of conflict in the Middle East in early 2026, resulting in changes to FCDO travel advisories across the region. The directors are monitoring this situation closely.
The introduction of a broad US tariff regime in 2025, affecting virtually all US trading partners including the United Kingdom, has contributed to significant global economic uncertainty and financial market volatility. Whilst the direct impact on the travel industry is limited, the indirect effects - including reduced GDP growth forecasts, elevated inflation expectations and weakened consumer confidence - are relevant to the Group’s trading outlook.
The Group’s product offering spans destinations across Europe, Africa, Asia and the Americas, providing inherent resilience against the impact of disruption in any individual region. This geographic diversity, combined with the strength of the Newmarket brand, the quality of the product and the breadth of the distribution network, has underpinned the Group’s ability to deliver consistent growth through a period of significant external uncertainty.
Macroeconomic risk
The Group’s target customer demographic of travellers aged 50 and over has continued to demonstrate notable resilience through a period of macroeconomic uncertainty, with industry research consistently showing this group prioritising travel spending. Whilst UK inflation remained above the Bank of England’s 2% target throughout 2025 and broader consumer confidence has softened, the directors believe the strength and loyalty of the Newmarket customer base, combined with the quality of the product offering, position the Group well to continue to grow in this environment.
Competition and market risk
The UK travel industry continues to be highly competitive, and industry margins are consequently tight. The Group maintains its approach to meeting this risk by an innovative and structured approach to product development and distribution, such that many of the Group’s packages are not readily available from other businesses.
Foreign exchange risk
The Group’s profitability is influenced by the GBP exchange rate environment, particularly in relation to EUR and USD. The Group manages this risk through a structured hedging programme using forward currency contracts.
Regulatory risk
The sale of travel and holiday arrangements is a highly regulated industry. The Group seeks to manage the associated risks by constantly monitoring changes, attending update seminars, adapting terms of trade and the business model as required. The introduction of the EU Entry/Exit System in late 2025, which requires biometric registration for non-EU nationals entering the Schengen area, is being monitored for its impact on group travel logistics, particularly at peak border crossing times.
Technology and cyber risk
The Group has invested in its information security capability and maintains cyber insurance which covers risk and provides assistance in the event of a cyber breach.
Financial risk management
Credit risk
Both customers and travel agents pay in advance of receiving the holiday, thus non-payment issues are largely avoided as customers are not issued with tickets prior to receiving the final balance for their holiday. Credit checks are undertaken on suppliers to ensure that each supplier is financially robust. Any material prepayments require authorisation from the CFO.
Liquidity risk
The Group mitigates liquidity risk through the use of a daily cash flow forecast that is regularly reviewed by the Financial Controller and CFO. As part of the review, monies in notice accounts are regularly put on notice to ensure sufficient funds are available to meet payment runs and currency purchases.
Interest rate risk
The Group invests surplus cash in notice deposit accounts. The Group’s interest income is therefore affected by the movement in interest rates.
The board of directors consider that the decisions they have made during the financial period and the way they have acted have promoted the success of the Group for the benefit of its stakeholders. The Board meets on a monthly basis to review the management accounts for the Group, with standing items on the agenda covering areas such as current trading, customer feedback, employee engagement and review of the business plan delivery. The Board considers the Group’s key stakeholders to include employees, customers, suppliers, and shareholders.
Principal decisions taken by the Board during the period
The Board meets on a regular basis to evaluate longer-term strategic direction and agree levels and areas for investment. The decision-making process takes into account financial benefit to the Group, as well as the long-term effect on the Group’s going concern, service for customers, development of employees and the environment. The approach to all stakeholders is one of mutually beneficial partnership where sustained returns and good long-term relationships are key.
During the financial period, the Board considered a wide range of matters affecting both the short-term and long-term future of the Group. Key areas of focus included the strategic direction of the product offering, investment in the Group’s digital and technology capabilities, strengthening the leadership team, and developing the Group’s trade distribution partnerships.
Acting fairly between members
The Board is committed to acting fairly as between the members of the Group. The Group’s shareholders comprise institutional investors and members of the management team, and the Board ensures that both groups are kept appropriately informed and that their interests are considered in all material decisions.
Community and environment
The Board is mindful of the impact of the Group’s operations on the communities in which it operates and on the wider environment. The Group seeks to support the local communities and economies of its destination regions through its touring programmes, and to work with suppliers who share its commitment to responsible and sustainable tourism. The Group has developed an ESG reporting framework and continues to identify opportunities for beneficial engagement with the communities it serves.
Business conduct
The Board places great importance on maintaining a reputation for high standards of business conduct. The Group is committed to operating with integrity and transparency in all its dealings with customers, suppliers, employees and regulatory bodies. The Group holds ATOL, ABTA, and ABTOT memberships and complies with all applicable consumer protection and package travel regulations.
We engage with our customers through various channels (retail, call centre and online). The focus is on customer satisfaction, with continual innovation to our service delivery at all customer touch points. We maintain open and regular communication with our key suppliers as well as holding training days for both our employees and our suppliers’ employees as appropriate. In addition, we engage constructively to set clear and balanced expectations of our supplier relationships through contracts, agreements and service levels.
Our employees are key to the success of the Group and future growth. The Board aims to be a responsible employer, ensuring that pay and benefits are fair, consistent and competitive. The health, safety and well-being of employees is a primary focus of the Board and is supported by quarterly employee surveys. After each survey, appropriate actions are taken to improve employee engagement and address areas of employee concern. Each month a town hall is held for all employees, where business updates, new products and employee awards are shared.
The Board considers trading performance from across the Group’s operations, discussing performance from both a booking and departure perspective, along with a review of margins by product type. Working capital and the liquidity position are reviewed to ensure they are sufficient for both the Group’s operational and regulatory requirements.
At the year ended 31 December 2025, the Group’s financial position is healthy, having net assets of £33m. The Group’s staff and management are committed and expert. The Group’s partners are long-standing and loyal. On these foundations the directors believe there is considerable scope for further development of the business.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2025.
The results for the period are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
As the large company within the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
United Kingdom 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Blossom Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
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' report for the financial period 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.
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.
We are not responsible for preventing non-compliance and cannot be expected to detect non compliance with all laws and regulations - this responsibility lies with management with the oversight of the directors.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with management (as required by auditing standards).
We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.
With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these included enquiry of management about company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance.
There is a presumed risk that revenue may be misstated due to the improper recognition of revenue. To address this risk, we obtained an understanding of the company’s revenue recognition policies and compared these to the accounting standard, performed a walkthrough to confirm our understanding of the processes and controls through which the business initiates, records, processes and reports revenue transactions. We tested a sample of revenue transactions to supporting evidence and tested, on a sample basis, revenue related balances in the balance sheet.
We tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
We performed analytical procedures to identify any unusual or unexpected relationships.
We examined supporting documents for all material balances, transactions and disclosures.
We evaluated the selection and application of accounting policies related to subjective measurements and complex transactions.
We reviewed the Board of directors minutes.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.
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.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,628,470.
Blossom Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Cantium House, Railway Approach, Wallington, Surrey, SM6 0BP.
The group consists of Blossom Topco Limited and all of its subsidiaries.
The accounts cover a period longer than 12 months due to the company being incorporated on 20 August 2024. This is the first accounting period and the directors feel the preparation date of 31 December 2025 was appropriate.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Blossom Topco Limited 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 31 December 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.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have 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. In assessing whether the going concern assumption is appropriate, management has taken into account all available relevant information about the future, which is at least, but is not limited to, 12 months from the date when the financial statements are authorised for issue.
Turnover represents the aggregate value receivable, net of discounts, from inclusive tours, commissions and other travel services excluding VAT. Turnover, when acting as the principal tour operator, is recognised at the point of departure, where commission receivable when acting as an agent is recognised at the point of booking. Where payments are received from customers in advance of departure, the amounts are recorded as deferred income and included as part of creditors within the year.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its 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 payments 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. Amounts 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
Shares that are subject to a put option exercisable by the holder, requiring the shares to be repurchased for cash are classified as financial liabilities in accordance with FRS 102. The financial liability is recognised at the value of the redemption amount payable on exercise of the option. Upon exercise of the option, the liability is derecognised and settled against the consideration paid.
The legal position of the issue of the shares is recognised in equity, together with a corresponding reduction in equity represented by an amount included in treasury reserve.
The tax expense represents the sum of the tax currently payable and deferred 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.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The group operates an equity-settled share based payment scheme for certain individuals who provide services to the group.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using a probability weighted expected return model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Where shares have been issued, the legal position of the issue is recognised in equity, together with a corresponding reduction in equity represented by an amount included in treasury reserve. Funds received for the share issue are regarded as receipts in advance and are recognised as liabilities until the vesting date.
At inception, the group assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the group has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.
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 the same line items on the Statement of financial position as owned assets.
The right-of-use asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives or grants received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located.
The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.
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 or the group’s obtainable borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be payable under residual value guarantees, the exercise price of any purchase options that the group is reasonably certain to exercise, and any penalties for early termination of a lease.
At each financial period end, the lease liability is adjusted to reflect payments made and interest accrued. Also, the lease liability is remeasured to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. 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 recognised 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.
In the comparative period, the group classified leases as finance leases whenever the terms of the lease transferred substantially all the risks and rewards of ownership to the lessees. All other leases were classified as operating leases. Assets held under finance leases were recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability was included in the statement of financial position as a finance lease obligation. Lease payments were treated as consisting of capital and interest elements and the interest was charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. Rentals payable under operating leases, less any lease incentives received, were charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis was more representative of the time pattern in which economic benefits from the leased asset were consumed.
The group has applied the FRS 102 Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of retained earnings at the date of initial application, if material. Comparative information is not restated.
The group’s revised accounting policies for leases are set out in note 1 and the adjustment for each financial statement line item affected by the application of the Periodic Review 2024 in the current period is set out below.
The group has taken advantage of the following practical expedients permitted when applying the Periodic Review 2024:
For contracts that have previously been assessed for the existence of a lease, the group has not reassessed whether a contract is, or contains, a lease at the date of initial application.
Leases previously classified as operating leases for which the lease term ends within 12 months of the date of initial application have been treated as short-term leases.
A single discount rate has been applied to portfolios of leases with reasonably similar characteristics.
Information received and choices made after the date of initial application have been applied to the assessment of leases previously classified as operating leases, such as in determining the lease term where the contract contains options to extend or terminate the lease.
Where leases have previously been assessed as onerous operating leases, the right-of-use asset recognised at the date of initial application has been adjusted by the amount of any provision for onerous leases recognised, instead of carrying out a separate impairment assessment.
The effect on the opening balance of retained earnings at the date of initial application of the FRS 102 Periodic Review is not material and consequently no adjustment has been made.
The FRS 102 Periodic Review 2024 amendments to Section 23 Revenue are not relevant to the company as it does not have contract revenue.
In the application of the group’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.
Accounts and transactions that include key estimates are amortisation of intangible fixed assets (requiring an estimate of the useful life of the asset), the cashflow hedging reserve (requiring an estimate of foreign currency requirements in respect of future transactions) and a cancellations provision against commission accrued in respect of bookings for holidays that have not departed as at the Balance Sheet date (requiring an estimate of cancellation rates which is based on cancellation levels in prior years).
Also estimates and assumptions are involved in the calculation of the fair value of equity-settled share-based payments, which is determined using valuation techniques that require inputs including expected future performance, number of shares that will eventually vest and the vesting period..
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3.
The number of directors who are entitled to receive shares under long term incentive schemes during the period was 3.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
The carrying value of land and buildings comprises:
Details of the company's subsidiaries at 31 December 2025 are as follows:
Details of financial instruments are provided at group level only because, as permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments.
The group designates certain derivative financial instruments as cash flow hedges of certain forecast transactions. These transactions are highly probable to occur and present an exposure to variations in cash flows that could ultimately affect amounts determined in profit and loss.
The group has elected to adopt the general Hedge accounting model in FRS 102. This requires the group to ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and to apply a qualitative and forward-looking approach to assessing hedge effectiveness.
The group uses forward foreign exchange contracts to hedge the variability in cash flows arising from the changes in foreign currency rates. For foreign exchange contracts, the group designates the fair value change of the full forward price as the hedging instrument in cash flow hedging relationships. The effective portion of changes in fair value of hedging instruments is recognised in other comprehensive income and amounted to £(142,539). This is accumulated in a cash flow hedge reserve as a separate component of equity. At the year end the fair value of the amount hedged is £(142,539). Any ineffective portion of the fair value gain or loss is recognised immediately within the income statement.
When a hedging instrument no longer meets the criteria for hedge accounting, through maturity, sale, or other termination, hedge accounting is discontinued prospectively. If the hedged forecast transaction is still expected to occur, the associated cumulative gain or loss remains in the hedging reserve and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to occur, the cumulative unrealised gain or loss is recognised in the income statement immediately.
The shares classified as liabilities represent the A ordinary shares which have a put option attached and, if exercised, will required the company to buy the shares back from the shareholders at the amount shown.
Other creditors consist of amounts paid in advance for shares issued under the group's equity settled share based payments scheme.
Other loans comprise a loan which is secured by fixed and floating charges over certain of the assets of the group.
The interest rate is 10% and the loan plus interest is repayable on 3 October 2027, although early repayments may be made.
Finance lease payments represent rentals payable by the company for property and certain items of plant and machinery.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the period, shares were issued for £88,000 under the group's equity settled share based payment scheme to various employees who provide services to the group. This amount is less than the fair value of the shares.
The fair value has been estimated at £703,888 using a probability weighted expected return model and the excess of fair value over the amount paid is recognised over the vesting period on a straight line basis in the profit and loss account.
Each class of shares rank parri passu in all respects except:
Dividends - dividends may only be declared once certain liabilities held in one of the company's subsidiaries are satisfied. Only the holders of A ordinary and B ordinary shares are entitled to receive a dividend.
Return of capital on a liquidation - the holders of each class of shares receive varying percentages of any funds available for distribution on a liquidation.
During the period the company allotted 1 A ordinary share at a premium of £0.06 on incorporation and subsequently 174,999 A ordinary shares at a premium of £10,499.94, 575,000 B ordinary shares at a premium of £36,394,250 and 220,000 C ordinary shares at a premium of £85,800 on 3 October 2024. The A ordinary shares are classified as a liability as they have a put option attached.
This reserve represents the premium paid on the issue of new shares.
This reserve represents the increase in equity from the company’s share based payment scheme.
Hedging reserve relates to the amount of gain or loss recognised on forward contracts and derivatives that are cash flow hedges for committed foreign exchange transactions occurring in the 12 month period after the year end.
This reserve represents the reduction in equity arising from the classification of the A ordinary shares as a liability and amounts received in advance for the C ordinary shares in the company's share based payment scheme.