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2024-09-01 2025-08-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 05034988







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 AUGUST 2025


TOURVEST DUTY FREE (UK) LIMITED






































img7eaa.png                        

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
COMPANY INFORMATION


Director
Clive Jones 




Registered number
05034988



Registered office
Unit 15 Felthambrook Industrial Estate
Felthambrook Way

Feltham

TW13 7DU




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

4th Floor

95 Gresham Street

London

EC2V 7AB





 


TOURVEST DUTY FREE (UK) LIMITED
 



CONTENTS



Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 33

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025

Introduction
 
Business Model and Operating Context

Tourvest Duty Free (UK) Limited ('Tourvest" or "the Company") is a Company registered in England and Wales, with the sole shareholder being Tourvest Holdings (Pty) Ltd. 

The Company operates within the highly regulated inflight retail and travel retail sector, providing food, beverage and boutique product retailing services to a leading global airline operating from the United Kingdom. The model integrates onboard sales, pre-order e-commerce, and home-delivery fulfillment, supported by specialist logistics, warehousing, payments, and data capabilities. Revenue is driven by passenger volumes, route mix, onboard conversion, and product optimisation. 

The Company benefits from long-standing airline partnerships, scale within the wider Tourvest Group, and a vertically integrated service approach that enhances control, resilience, and responsiveness.

Business review
 
Performance Review for the Year

During the year ended 31 August 2025, the Company delivered continued top-line growth, reflecting sustained passenger activity and improved execution across onboard and pre-order channels. Turnover increased to £26.0 million (2024: £21.5 million). Gross profit increased to £17.7 million (2024: £14.8 million), with gross margin remaining broadly stable at 68.0% (2024: 68.7%).

Operating profit was £1.9 million (2024: £4.0 million). The year-on-year reduction in operating profit reflects a deliberate increase in the operating cost base to support growth, resilience and future scalability. Administrative expenses increased as the Company invested in systems, compliance, people capability, and fulfillment infrastructure, alongside higher royalty, commission, logistics and payment-related costs associated with higher sales volumes.

Other operating income decreased to £0.4 million (2024: £0.6 million). This reflects inter-group services, management fees, and recoveries aligned to the Company’s role as a service and capability hub within the wider Tourvest Retail Services ecosystem.

Profit after tax for the year was £1.2 million (2024: £2.6 million). The Company closed the year with net assets of £2.5 million (2024: £1.3 million) and cash balances of £4.7 million (2024: £6.4 million), providing an appropriate liquidity buffer to support ongoing operations and planned initiatives.

Strategy and Strategic Priorities

The Company’s strategy is aligned to the Tourvest Retail & Catering Services “Vision27” framework and is structured around four strategic pillars: Run the Business, Protect the Business, Grow the Business, and Transform the Business.

Run the Business focuses on operational excellence, reliability, and service quality. This includes optimising onboard and pre-order conversion, improving product mix and availability, reducing waste and stock obsolescence, and maintaining high fulfillment and on-time-in-full performance.

Protect the Business centres on risk management, compliance, and control. Key focus areas include payments resilience, cybersecurity, data protection, customs and duty-free regulatory compliance, asset protection, fraud prevention, and business continuity planning.

Grow the Business involves selective organic growth and partnership-led expansion. This includes leveraging existing airline relationships, enhancing the value proposition through improved data and reporting, and selectively pursuing complementary airline, travel retail, and logistics opportunities where the Company’s capabilities provide a competitive advantage.

Transform the Business is driven by technology, process redesign, and scalable fulfillment models. Investment continues in digital platforms, payments architecture, reporting and data analytics, and warehouse and pick-and-pack capability, all aimed at increasing speed, accuracy, control, and long-term cost efficiency.

Page 1

 


TOURVEST DUTY FREE (UK) LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025

Principal risks and uncertainties
 
The director has reviewed the principal risks facing the Company and considers that appropriate mitigation strategies are in place. 

Key risks include macroeconomic and currency volatility, supply chain disruption, dependency on airline partners, technology and payments resilience, regulatory compliance, and the attraction and retention of specialist skills. These risks are actively monitored, with mitigation actions embedded within operational processes, supplier arrangements, systems controls, and governance structures.

Key Performance Indicators (KPIs)
 
The primary financial KPIs used to assess performance are turnover, gross margin, net profit before tax and current ratio. These are shown below and discussed in more detail in the 'Performance review for the year'.

These measures are supplemented by operational metrics including service levels, fulfillment accuracy, payment success rates, stock management indicators, and employee engagement. 

During FY2025, the Company continued to enhance its non-financial KPI framework to better support data-led decision-making and long-term sustainability objectives.

2025
2024
% movement
        £
        £
Revenue


£26,017,086

£21,534,255
 
20.82%
 
Gross Profit Margin


67.97%

68.74%
 
-1.13%
 
Net profit before tax


4.50%

12.21%
 
-63.16%
 
Current ratio


1.16

1.11
 
4.81%
 

Section 172 Statement
 
In accordance with section 172 of the Companies Act 2006, the director has acted in a manner considered, in good faith, to promote the success of the Company for the benefit of its member as a whole. In doing so, due regard has been given to the interests of employees, customers and airline partners, suppliers, the wider community and environment, and the maintenance of high standards of business conduct. 

Strategic and operational decisions during the year balanced short-term performance with long-term resilience, scalability, and responsible business practices.


This report was approved by the board on 28 May 2026 and signed on its behalf.



................................................
Clive Jones
Director
Page 2

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 AUGUST 2025

The director presents his report and the financial statements for the year ended 31 August 2025.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the director must not approve the financial statements unless he is 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, the director is required to:


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Results and dividends

The profit for the year, after taxation, amounted to £1,170,382 (2024 - £2,629,251).

No dividends were declared or paid to the shareholder during the year (2024: £nil) and no dividends have been proposed after the balance sheet date.

Director

The director who served during the year was:

Clive Jones 

Future developments

Information relating to future developments is disclosed in the Strategic report on page 1.

Disclosure of information to auditor

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There are no post balance sheet events that require disclosure.
Page 3

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025


Auditor

The auditor, Menzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Clive Jones
Director

Date: 28 May 2026
Page 4

 


TOURVEST DUTY FREE (UK) LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED

Opinion


We have audited the financial statements of Tourvest Duty Free (UK) Limited (the 'Company') for the year ended 31 August 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 August 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The director is responsible for the other information contained within the Annual ReportOur 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.


Page 5

 


TOURVEST DUTY FREE (UK) LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Director's 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Director's report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 Director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Page 6

 


TOURVEST DUTY FREE (UK) LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

- Companies Act 2006;
- Financial Reporting Standard 101;
- Employment regulations;
- General Data Protection Regulations;
- UK tax legislation.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of measures management has in place to prevent and detect fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgements made by management in its significant accounting estimates;
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

- Management override of controls, including journal entries or bias in accounting estimates;
- Revenue recognition, particularly in respect of revenue cut-off.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Page 7

 


TOURVEST DUTY FREE (UK) LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TOURVEST DUTY FREE (UK) LIMITED (CONTINUED)

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 2006Our 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.





Robin Hopkins FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
4th Floor
95 Gresham Street
London
EC2V 7AB

29 May 2026
Page 8

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025

2025
2024
Note
£
£

  

Turnover
 4 
26,017,086
21,534,255

Cost of sales
  
(8,334,213)
(6,731,590)

Gross profit
  
17,682,873
14,802,665

Administrative expenses
  
(16,212,659)
(11,403,592)

Other operating income
 5 
406,280
644,149

Operating profit
 6 
1,876,494
4,043,222

Interest receivable and similar income
 10 
44,774
165,950

Interest payable and similar expenses
 11 
(342,654)
(697,139)

Profit before tax
  
1,578,614
3,512,033

Tax on profit
 12 
(408,232)
(882,782)

Profit for the financial year
  
1,170,382
2,629,251

Other comprehensive income:
  

Items that will not be reclassified to profit or loss:
  

Total comprehensive income for the year
  
1,170,382
2,629,251

The notes on pages 12 to 33 form part of these financial statements.
Page 9

 


TOURVEST DUTY FREE (UK) LIMITED
REGISTERED NUMBER:05034988



BALANCE SHEET
AS AT 31 AUGUST 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
12,141
21,235

Tangible assets
 14 
3,291,902
425,372

  
3,304,043
446,607

Current assets
  

Stocks
 15 
1,187,560
1,353,276

Debtors: amounts falling due after more than one year
 16 
77,530
79,579

Debtors: amounts falling due within one year
 16 
8,104,343
6,140,246

Cash at bank and in hand
 17 
4,698,871
6,442,732

  
14,068,304
14,015,833

Creditors: amounts falling due within one year
 18 
(12,010,114)
(12,674,668)

Net current assets
  
 
 
2,058,190
 
 
1,341,165

Total assets less current liabilities
  
5,362,233
1,787,772

Creditors: amounts falling due after more than one year
 19 
(2,480,115)
(80,357)

Provisions for liabilities
  

Provisions
 22 
(349,504)
(403,565)

  
 
 
(349,504)
 
 
(403,565)

Deferred tax
 21 
(58,382)
-

Net assets
  
2,474,232
1,303,850


Capital and reserves
  

Called up share capital 
 23 
1,250,000
1,250,000

Profit and loss account
 24 
1,224,232
53,850

  
2,474,232
1,303,850


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



................................................
Clive Jones
Director

Date: 28 May 2026

The notes on pages 12 to 33 form part of these financial statements.
Page 10

 


TOURVEST DUTY FREE (UK) LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 September 2023
1,250,000
(2,575,401)
(1,325,401)


Comprehensive income for the year

Profit for the year
-
2,629,251
2,629,251
Total comprehensive income for the year
-
2,629,251
2,629,251



At 1 September 2024
1,250,000
53,850
1,303,850


Comprehensive income for the year

Profit for the year
-
1,170,382
1,170,382
Total comprehensive income for the year
-
1,170,382
1,170,382


At 31 August 2025
1,250,000
1,224,232
2,474,232


The notes on pages 12 to 33 form part of these financial statements.

Page 11

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

1.


General information

Tourvest Duty Free (UK) Limited (Registration number 05034988) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown on the Company information page. 

The principal activity of the Company is the retail of both refreshment and boutique products on behalf of a leading global airline in the United Kingdom. The refreshment products consist of food and beverage for consumption inflight and duty free items available on pre order through an E-Commerce platform with delivery options of inflight or home delivery. Pre orders can also be placed onboard for delivery on a future flight.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to Statement of cash flows, new accounting standards not yet effective, key management compensation, comparative details of property, plant and equipment, financial assets and liabilities in respect of financial instruments held at amortised cost, related party transactions between group entities which are wholly owned and risk management and presentation of a third balance sheet as at the beginning of the preceding period. 

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

Page 12

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 74A(b) of IAS 16
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Tourvest Group Proprietary Limited  as at 31 August 2025 and these financial statements may be obtained from Stonewedge Office Park, 1 Wedgelink Road, Bryanston, Johannesburg, 2031, South Africa.

 
2.3

Going concern

The financial statements for the company are prepared on the going concern basis. In making this assessment, the director  has reviewed the company's cash flow forecast for the 12 months following the signing of the financial statements, which shows that the company will be able to meet its obligations as and when they fall due. He has also considered how sensitive this cash flow forecast is to reasonably possible scenarios and is satisfied that the company will have sufficient headroom on cash were these scenarios to materialise.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 13

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

Sale of goods

Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer. These are delivered via different sales channels including inflight sales on board aircraft, e-commerce sales pre-ordered and delivered on a flight in the future, sales made in ground stores and e-commerce sales for home delivery.

A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

The Company segments its revenue by the nature. The main segments are:

- Boutique merchandise;
- Food and beverages;
- Website sales;  and
- Products through retail stores


 
2.6

Leases

Leases are recognised as a right-of-use asset and a corresponding lease liability at the date when the leased asset becomes available for use by the Company.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate. The incremental borrowing rate is the amount that is defined as the interest rate at which the entity can borrow funds of a similar amount to the lease term; secured by the right-of-use asset associated with the lease; for a similar term to the lease and in a similar economic environment. 

Right of use assets are measured at cost and mainly comprises of the amount of the initial measurement of the lease liability.

They are subsequently measured at cost less accumulated depreciation and impairment losses.
Lease payments associated with short-term leases and leases of low value assets are charged to the profit or loss. 

  
2.7

Impairment on Right of use asset

Right-of-use assets are assessed for indicators of impairment. Indicators of impairment generally relate to managements future expectation of the utilisation of the related asset. The right-of-use asset is tested for impairment on a single standalone basis. If the recoverable amount of the right- of-use asset is less than the carrying amount, the impairment loss is debited to the profit or loss. Where management decides to impair the related right-of-use asset as a result of there being no further economic benefit, the value of the right-of-use asset is impaired to £nil and the liability remains on the Balance Sheet.

Page 14

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.8

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 16

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.14

Intangible assets

Intangible assets consist of:
 
Purchased Computer Software; and
External website development costs

Purchased Computer Software
 
Purchased Computer software is initially recognised at cost and amortised over the period in which that software is licensed to the business or where no such restriction exists amortised over the period in which
the benefits flow. Amortisation is recognised using the straight-line basis and results in the carrying amount being expensed to the profit or loss over the estimated useful lives which range from 2 to 4 years.

External Web Development Costs
 
External expenditure incurred on the development of the Company's web platform used to facilitate sales of product are recognised at cost to the extent that the costs incurred meet the recognition criteria under IAS38 and are amortised on a straight-line basis over its estimated useful life of 3 years.

Typically development costs recognised as an intangible asset include costs during the Application and Infrastructure Development, graphical design, and content development stages.

Once development of a web site has been completed and the Operating stage begins, the costs incurred in maintaining, enhancing applications, infrastructure, graphical design and content of the web site are expensed unless they meet the recognition criteria in IAS38.

Amortisation is recognised using the straight-line basis and results in the carrying amount being expensed to the profit or loss over 3 years.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 17

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
6 years straight line
Fixtures and fittings
-
6 years straight line
Computer equipment
-
2 to 3 years straight line
Right of use assets
-
life of the minimum lease period

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.19

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Page 18

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.21

Financial instruments

IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost,
FVOCl and FVTPL. The classification of financial assets under IFRS 9 is generally based on the business
model in which a financial asset is managed and its contractual cash flow characteristics.

Financial assets

The financial assets of the company comprise trade and other receivables and cash and bank balances. They are all classified and measured at amortised cost.

The company recognises a loss allowance for expected credit losses on all financial assets measured at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective assets.

The company measures the loss allowance at an amount equal to lifetime expected credit losses (lifetime ECL) when there has been a significant increase in credit risk since initial recognition. If the credit risk on a loan has not increased significantly since initial recognition, then the loss allowance for that asset is measured at 12 month expected credit losses (12 month ECL).

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of an asset. In contrast, 12 month ECL represents the portion of lifetime ECL that is expected to result from default events on an asset that are possible within 12 months after the reporting date.

In order to assess whether to apply lifetime ECL or 12 month ECL, in other words, whether or not there has been a significant increase in credit risk since initial recognition, the company considers whether there has been a significant increase in the risk of a default occurring since initial recognition rather than at evidence of an asset being credit impaired at the reporting date or of an actual default occurring.

Financial liabilities

At amortised cost

The financial liabilities of the company comprise trade payables and borrowings. They are classified and measured at amortised cost.

Page 19

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. The estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are addressed below.

Inventory Provisions
 
Determining the net realisable value of inventories held at the balance sheet date requires estimation of the value at which the product can be sold. Stock is carried in the statement of financial position at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving stock. Management have used their knowledge and experience of the industry to determine the level of provision required.

Expected credit losses

The Probability of Default (PD) and Loss Given Default (LGD) for receivables are calculated based on the actual credit loss experience over the three to five years of non-credit impaired trade receivables. Trade receivables are considered credit impaired when an event indicates that full settlement is remote. Please see details in note 16.





4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Sale of boutique merchandise
9,524,093
8,294,041

Sale of food and beverages
15,916,604
13,100,003

Website sales
576,389
140,211

26,017,086
21,534,255


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Other operating income
145,102
63,333

Sundry income
37,078
5,591

Management fees receivable
224,100
575,225

406,280
644,149


Page 20

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

(Profit)/Loss on sale of property, plant and equipment
58,419
-

Exchange rate losses/(gains) on foreign exchange
(95,210)
104,364

Depreciation on property, plant and equipment
175,554
157,125

Depreciation of right of use assets
93,412
36,698

Amortisation of intangible assets
9,094
94,890

Defined contribution pension cost
101,616
109,951

Exchange losses/(gains) predominately relate to unrealised exchange movements arising on the revaluation of uninvoiced management charges accrued.


7.


Auditor's remuneration

2025
2024
£
£

Auditing of the financial statements
48,350
79,500

Taxation compliance services
4,250
4,000


8.


Employees

Staff costs, including director's remuneration, were as follows:




2025
2024
£
£

Wages and salaries
3,134,276
2,505,629

Social security costs
264,996
289,533

Cost of defined contribution scheme
101,616
109,951

3,500,888
2,905,113


The average monthly number of employees, including the director, during the year was as follows:


        2025
        2024
            No.
            No.







Operational and administrative
33
41

Page 21

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

9.


Director's remuneration

2025
2024
£
£

Director's emoluments
374,344
385,584

Company contributions to defined contribution pension schemes
11,625
11,178

385,969
396,762


The highest paid director received remuneration of £374,344 (2024 - £385,584).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,625 (2024 - £11,178).

The number of directors to whom retirement benefits were accruing in respect of qualifying services under defined contribution schemes is 1 (2024: 1). Employer's national insurance sums paid to third parties in respect of directors' services totalled £Nil (2024: £Nil).


10.


Interest receivable

2025
2024
£
£


Interest receivable on bank balances
44,774
165,950


11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
308,859
687,406

Interest on lease liability
33,795
9,733

342,654
697,139
Page 22

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
295,394
228,891


295,394
228,891


Total current tax
295,394
228,891

Deferred tax


Origination and reversal of timing differences
112,838
653,891

Total deferred tax
112,838
653,891


Tax on profit
408,232
882,782

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,578,614
3,512,033


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
394,654
878,008

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
12,577
217

Fixed asset differences
2,638
2,625

Adjustment to brought forward values
-
(101)

Adjustments to tax charge in respect of prior periods - deferred tax
-
2,033

Income not taxable for tax purposes
(1,637)
-

Total tax charge for the year
408,232
882,782


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

13.


Intangible assets




Website development costs
Software Licenses
Total

£
£
£



Cost


At 1 September 2024
683,820
148,103
831,923



At 31 August 2025

683,820
148,103
831,923



Amortisation


At 1 September 2024
683,820
126,868
810,688


Charge for the year on owned assets
-
9,094
9,094



At 31 August 2025

683,820
135,962
819,782



Net book value



At 31 August 2025
-
12,141
12,141



At 31 August 2024
-
21,235
21,235




Page 24

TOURVEST DUTY FREE (UK) LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2025



14.


Tangible fixed assets






Leasehold improvements
Fixtures and fittings
Computer equipment
Right of use asset
Total

£
£
£
£
£



Cost or valuation


At 1 September 2024
52,297
215,734
621,107
183,002
1,072,140


Additions
194,155
-
408,924
2,670,968
3,274,047


Disposals
(52,297)
-
(87,341)
-
(139,638)


Revaluations
-
-
-
(80,133)
(80,133)



At 31 August 2025

194,155
215,734
942,690
2,773,837
4,126,416



Depreciation


At 1 September 2024
19,619
187,369
369,079
70,701
646,768


Charge for the year on owned assets
10,552
10,460
154,542
-
175,554


Charge for the year on right-of-use assets
-
-
-
93,412
93,412


Disposals
(30,171)
-
(51,049)
-
(81,220)



At 31 August 2025

-
197,829
472,572
164,113
834,514



Net book value



At 31 August 2025
194,155
17,905
470,118
2,609,724
3,291,902



At 31 August 2024
32,678
28,365
252,028
112,301
425,372

Page 25
 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

           14.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2025
2024
£
£

Leasehold improvements
194,155
32,678

Right of use leasehold property
2,609,724
112,301

2,803,879
144,979



The net book value of owned and leased assets included as "Tangible fixed assets" in the Balance sheet is as follows:

2025
2024
£
£


Tangible fixed assets owned
682,178
313,071

Right-of-use tangible fixed assets
2,609,724
112,301

3,291,902
425,372

Information about right-of-use assets is summarised below:

Net book value

2025
2024
£
£

Property
2,609,724
112,301



Depreciation charge for the year ended

2025
2024
£
£

Property
93,412
36,698


Additions to right-of-use assets

2025
2024
£
£
Additions to right-of-use assets

2,670,968

-
 

Page 26

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

15.


Stocks

2025
2024
£
£

Net realisable value of inventory held
1,187,560
1,353,276

1,187,560
1,353,276


A provision of £322,507 has been recognised (2024: £63,424).

The difference between purchase price of stocks and their replacement cost is not material.


Page 27

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

16.


Debtors

2025
2024
£
£

Due after more than one year

Amounts owed by group undertakings
77,530
79,579

77,530
79,579


2025
2024
£
£

Due within one year

Trade debtors
1,006,173
668,264

Amounts owed by group companies
1,084,342
1,159,949

Other debtors
224,263
42,336

Prepayments and accrued income*
5,302,059
4,005,821

Tax recoverable
517,665
248,718

Deferred taxation
-
54,456

Impairment loss allowance under expected credit loss model - IFRS 9**
(30,159)
(39,298)

8,104,343
6,140,246


* Out of this balance, £3,151,678 (2024: £3,727,921) are due from related parties and reference to Note 27.

** The company establishes a loss allowance that represents its estimate of expected credit losses in respect of financial assets held at amortised cost. The allowance comprises individually significant exposures as well as exposure to a general portfolio of customers where the nature of customers, overdue accounts and collateral held are taken into account.

The amounts due from related parties are unsecured and repayable on demand. Where these balances are denominated in foreign currency, any exchange gains/losses are recognised through the profit or loss. Further details are contained in Note 27 of the financial statements.

Lifetime ECLs are recognised for all trade and other receivables. The Company's receivables were all included within the same category for determining ECL based on the similar credit risk profile of its receivables. These comprise of debts due from corporates for advertising, volume rebates and inventories returned to suppliers, royalty recharges due from its airline business partner, unremitted credit card and cash payments and intragroup receivables. Probabilities of default and loss given default percentages were determined using empirical historical data with judgemental overlay to determine a loss rate adjusted for forward looking information.


17.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
4,698,871
6,442,732


There is a fixed charge over a £240,000 deposit held with HSBC UK Bank PLC. This amount will be used as security over future debts.

Page 28

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

18.


Creditors: Amounts falling due within one year

2025
2024
£
£

Other loans
4,240,065
7,098,763

Trade creditors
6,318,812
3,465,731

Amounts owed to group undertakings
-
933,672

Corporation tax
260,678
228,891

Other taxation and social security
73,027
105,371

Lease liabilities
223,193
44,421

Other creditors
63,330
1,231

Accruals and deferred income*
831,009
796,588

12,010,114
12,674,668


Intercompany balances at the balance sheet date are unsecured and repayable on demand. Where these balances are denominated in foreign currency any unrealised exchange gains/losses are recognised through profit or loss.


19.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Lease liabilities
2,480,115
80,357

2,480,115
80,357



20.

Leases

Company as a lessee



Lease liabilities are due as follows:

2025
2024
£
£

Not later than one year
223,193
44,421

Between one year and five years
2,480,115
80,357

2,703,308
124,778


The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:

2025
2024
£
£


Interest expense on lease liability
(33,795)
(9,733)
Page 29

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

21.


Deferred taxation




2025


£






At beginning of year
54,456


Charged to profit or loss
(112,838)



At end of year
(58,382)

The deferred taxation balance is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(60,450)
49,724

Temporary difference in provisions
2,068
4,732

(58,382)
54,456


22.


Provisions




Leave Pay
Dilapidations
Incentives
Total

£
£
£
£





At 1 September 2024
44,565
-
359,000
403,565


Charged to profit or loss
(29,294)
4,233
(29,000)
(54,061)



At 31 August 2025
15,271
4,233
330,000
349,504

The Company's holiday year runs from 1 January to 31 December. The leave provision represents the liability for untaken holiday over and above the amount that is expected to have been taken by the 31 August each year.

Incentive provisions represent the estimated value of incentive payments due to employees based on both Company and individual performance. The finalised incentives are due for payment in December following the financial year to which they relate.


23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



125,000 (2024 - 125,000) Ordinary shares of £10.00 each
1,250,000
1,250,000


Page 30

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

24.


Reserves

Profit and loss account

The reserve records retained earnings and accumulated losses. 


25.


Capital commitments

The Company had no capital commitments at 31 August 2025 (2024: £nil).


26.


Contingencies

Securities provided in terms of Tourvest Group Banking Facilities (known as "the Amended & restated Common terms of agreement")

Tourvest Duty Free (UK) Limited has provided security in respect of its parent company's banking facilities in accordance with the amended & restated Common Terms Agreement ("CTA").

This includes:
Acting as Guarantor in respect of Tourvest Group's obligations; and
Providing its assets as security to the lenders including:
 
°Immovable & moveable assets;
°Shares and loan accounts;
°Bank accounts;
°Trademarks;
°Insurance policies; and
°Book debts.

 
In addition to the security specified in the CTA, the lenders have the right in terms of the CTA to call for additional security from time to time over existing Tourvest companies.

It is impracticable to estimate the financial effect or to indicate the uncertainties relating to the amount or timing of any future outflow.

Page 31

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

27.


Related party transactions

The Company have entered into related party transactions and/or hold balances with the following related parties.


Name
Relationship

Tourvest Duty Free (Nigeria) (Pty) Ltd
Group undertaking

Tourvest Retail Services - a division of Tourvest Holdings (Pty) Ltd
Parent undertaking 

Tourvest Duty Free Kenya - a branch of Tourvest Holdings (Pty) Ltd
Parent undertaking 

Tourvest Holding Proprietary Limited - Sucursal Em Angola - a branch of Tourvest Holdings (Pty) Ltd
Parent undertaking 


Amounts included in amounts owed by group undertakings - non-current


2025
2024

£
£

Tourvest Holding Proprietary Limited - Sucursal Em Angola
77,530
79,579


Amounts included in amounts owed by group undertakings - current


Tourvest Duty Free (Nigeria) (Pty) Ltd
211,032
1,941

Tourvest Holding Proprietary Limited - Secursal Em Angola
-
27,063

Tourvest Duty Free Kenya
-
257,073

Tourvest Retail Services a division of Tourvest Holdings (Pty) Ltd
873,310
873,872

1,084,342
1,159,949


Amounts included in accrued income - current


Tourvest Duty Free (Nigeria) (Pty) Ltd
264,866
253,824

Tourvest Holding Proprietary Limited - Sucursal Em Angola
122,590
122,590

Tourvest Retail Services a division of Tourvest Holdings (Pty) Ltd
2,764,222
3,351,507

3,151,678
3,727,921

Accrued income relates to rental income chargeable on electronic point of sale devices utilised in group company operations and management fees charged to related parties in respect of services provided by the Company's employees in support of the activities of those companies.
Page 32

 


TOURVEST DUTY FREE (UK) LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025


Related party transactions (continued)

Loan amounts included in borrowings - current


2025
2024

£
£

Tourvest Retail Services a division of Tourvest Holdings (Pty) Ltd 
(4,240,065)
(7,098,763)

The loan is unsecured and repayable on demand. The loan is subordinated if required, should at any time the total assets of Tourvest Duty Free (UK) Limited do not exceed its liabilities. The balance includes accrued interest of £341,200 (2024: £687,406). Interest is chargeable on the net balances owed between the Company and Tourvest Retail Services a division of Tourvest Holdings (Pty) Ltd and applied to the loan at a rate of LIBOR + 3% (2024: 3%). This represents the loan interest rate available on an arms length basis.



Amounts included in trade and other payables - current


Tourvest Duty Free (Nigeria) (Pty) Ltd
-
(3,924)

Tourvest Duty Free Kenya
-
(42,147)

Tourvest Retail Services a division of Tourvest Holdings (Pty) Ltd
-
(412,288)

-
(458,359)


28.


Controlling party

The immediate parent company is Tourvest Holdings (Pty) Ltd, a company incorporated in South Africa. Tourvest Holdings (Pty) Ltd is a 100% subsidiary of Tourvest Group (Pty) Ltd. Tourvest Group (Pty) Ltd produces consolidated financial statements however these are not publicly available as there is no requirement under South African company law to publish private company financial statements. However, any member of the public may request a copy of the consolidated financial statements from the Company Secretary of Tourvest Group (Pty) Limited. The ultimate controlling party is Robert Matana Gumede Family Business 2007 Trust and the ultimate parent company is Guma Investments Group (Pty) Ltd, a company incorporated in South Africa.

The smallest group preparing consolidated financial statements of which the company is a member is Tourvest Group (Pty) Ltd whose registered address is Stonewedge Office Park, 1 Wedgelink Road, Bryanston, Johannesburg, 2031, South Africa. The largest group preparing consolidated financial statements of which the company is a member is Guma Investments Group (Pty) Ltd whose registered office is 1st Floor, Venus Building, 47 Landmarks Avenue, Kosmosdal, Samrand, Centurion, South Africa, 0046.

Copies of the consolidated financial statements can be obtained from their registered office address.

 
Page 33