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Registered number: 15432266 SIMPSON TRAVEL TOPCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
SIMPSON TRAVEL TOPCO LIMITED COMPANY INFORMATION
Directors | D R Butler
| P A Carter
| J R Jenkins
| L O Johnson
| E Pyke
| M J Simpson
Company secretary | J Thakore
Registered number | 15432266
Registered office |
| 26 Oriel House
| The Quadrant
| Richmond
| England
| TW9 1DL
Independent auditors | Xeinadin Audit Limited
| Chartered Accountants & Statutory Auditors
| Becket House
| 36 Old Jewry
| London
| EC2R 8DD
SIMPSON TRAVEL TOPCO LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 9
Consolidated statement of comprehensive income | 10
Consolidated statement of financial position | 11
Company statement of financial position | 12
Consolidated statement of changes in equity | 13 - 14
Company statement of changes in equity | 15 - 16
Consolidated statement of cash flows | 17 - 18
Notes to the financial statements | 19 - 45
SIMPSON TRAVEL TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 OCTOBER 2025
Introduction
The Directors present their report and financial statements for the period ended 31 October 2025. The company’s principal activity is the ultimate holding company of its subsidiary Far & Wide Limited T/A Simpson Travel. Simpson Travel is a luxury tour operator who specialises in villas and boutique hotels in European holiday destinations.
Business review
Far & Wide Limited enjoyed a strong year in 2025 with Turnover increasing to £42.31m +11%. As an intermediary investment holding company the primary KPIs in use by the business to monitor performance are as follows:
|  | 2025 | 2024
| Turnover | £42.31m | £38.10m
| Cost of Sales | £31.77m | £27.51m
| Gross Profit | £10.54m | £10.59m
| Gross Profit % | 24.91% | 27.8%
| Leverage | 2.4x | 2.0x
| Debt Service Cover | 3.0x | 2.6x
Principal risks and uncertainties
The Group operates in a highly competitive market featuring innovation in holiday product and the methods by which it is marketed. To remain competitive and reduce possible risks the Group monitors and continually improves its technology. The Group has significantly invested in further technology improvements and advances during 2025 to ensure that it is continuous adapting to these changes. The nature of the business exposes the Group to geo-political events and natural disasters. The geographical spread of destinations served by the practical effects of such events and the Group's organisation has been well versed in dealing with them. The nature of the Group creates an exposure to foreign exchange volatility. The Group manages this risk with a robust FX management policy. Credit risk is minimal where holidays are paid in advance of travel eradicating the risk of default. Where credit terms are offered to 3rd party partners, amounts are not material to the overall cash flows of the Group, but careful management and collections processes reduce this risk even further. The primary risk to Simpson Travel Topco Limited relates to liquidity to allow it to service the external debt interest. The seasonality of the trading business makes the end of February and early March the cash low point so the business manages cash flows carefully during this time.
Future developments
During 2025 the Group launched Skopelos, Sicily and the Algarve as a result of consumer demand research and will continue to add further new destinations where commercial opportunities present. Page 1
SIMPSON TRAVEL TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025 This report was approved by the board and signed on its behalf.
E Pyke Director
Date: 13 March 2026
Page 2
SIMPSON TRAVEL TOPCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 OCTOBER 2025 The directors present their report and the financial statements for the year ended 31 October 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £1,111,529 (2024 - profit £1,426,751). Dividends of £Nil (2024: £Nil) were declared and paid during the year.
Directors
The directors who served during the year were:
D R Butler
P A Carter
J R Jenkins
L O Johnson
E Pyke
M J Simpson
Future developments
The future developments of the Company and the Group have been discussed in the Strategic Report. Page 3
SIMPSON TRAVEL TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Auditors
The auditors, Xeinadin Audit Limited, will 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.
E Pyke Director
Date: 13 March 2026
Page 4
SIMPSON TRAVEL TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPSON TRAVEL TOPCO LIMITED
Opinion
We have audited the financial statements of Simpson Travel Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 October 2025 and of the Group's loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
SIMPSON TRAVEL TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPSON TRAVEL TOPCO LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 6
SIMPSON TRAVEL TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPSON TRAVEL TOPCO LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
SIMPSON TRAVEL TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPSON TRAVEL TOPCO LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims and to identify any instances of non-compliance with laws and regulations; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequence of noncompliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation or the loss of the Group’s license to operate. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. 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. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 8
SIMPSON TRAVEL TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SIMPSON TRAVEL TOPCO 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 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Karanjit Gill FCCA (Senior statutory auditor) for and on behalf of Xeinadin Audit Limited Chartered Accountants Statutory Auditors Becket House 36 Old Jewry London EC2R 8DD 13 March 2026 Page 9
SIMPSON TRAVEL TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 OCTOBER 2025
| 31 October | 11 months ended 31 October
| 2025 | 2024
Note | £ | £
Turnover | 4 | 42,305,349 | 38,099,137
Cost of sales |  | (31,768,549) | (27,513,660)
Gross profit |  | 10,536,800 | 10,585,477
Administrative expenses |  | (9,884,029) | (6,378,521)
Fair value movements |  | 229,960 | (410,435)
Operating profit | 5 | 882,731 | 3,796,521
Interest receivable and similar income | 9 | 387,335 | 245,316
Interest payable and similar expenses | 10 | (2,813,073) | (1,640,182)
(Loss)/profit before taxation |  | (1,543,007) | 2,401,655
Tax on (loss)/profit | 11 | 431,478 | (974,904)
(Loss)/profit for the financial year |  | (1,111,529) | 1,426,751
(Loss)/profit for the year attributable to: |  |  |
Owners of the Parent Company |  | (1,111,529) | 1,426,751
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 19 to 45 form part of these financial statements.
Page 10
SIMPSON TRAVEL TOPCO LIMITED REGISTERED NUMBER: 15432266 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 19,747,802 |  | 21,692,012
Tangible assets | 13 |  | 118,887 |  | 182,576
|  |  | 19,866,689 |  | 21,874,588
Current assets |  |  |  |  |
Debtors | 15 | 3,809,506 |  | 5,229,430 |
Cash at bank and in hand | 16 | 11,923,991 |  | 9,274,305 |
|  | 15,733,497 |  | 14,503,735 |
Creditors: amounts falling due within one year | 17 | (8,110,224) |  | (7,779,428) |
Net current assets |  |  | 7,623,273 |  | 6,724,307
Total assets less current liabilities |  |  | 27,489,962 |  | 28,598,895
Creditors: amounts falling due after more than one year | 18 |  | (27,178,462) |  | (24,454,097)
Provisions for liabilities |  |  |  |  |
Other provisions | 21 | - |  | (2,721,847) |
Net assets |  |  | 311,500 |  | 1,422,951
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 963 |  | 885
Profit and loss account | 23 |  | 310,537 |  | 1,422,066
|  |  | 311,500 |  | 1,422,951
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
E Pyke
Director
Date: 13 March 2026
The notes on pages 19 to 45 form part of these financial statements. Page 11
SIMPSON TRAVEL TOPCO LIMITED REGISTERED NUMBER: 15432266 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 1 |  | 2,721,848
Current assets |  |  |  |  |
Debtors | 15 | 18,981,055 |  | 15,524,250 |
Creditors: amounts falling due within one year | 17 | (3,094,367) |  | (1,121,173) |
Net current assets |  |  | 15,886,688 |  | 14,403,077
Total assets less current liabilities |  |  | 15,886,689 |  | 17,124,925
Creditors: amounts falling due after more than one year | 18 |  | (18,155,509) |  | (15,433,662)
Provisions for liabilities |  |  |  |  |
Other provisions | 21 | - |  | (2,721,847) |
Net liabilities |  |  | (2,268,820) |  | (1,030,584)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 963 |  | 885
Profit and loss account | 23 |  | (2,269,783) |  | (1,031,469)
|  |  | (2,268,820) |  | (1,030,584)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
E Pyke
Director
Date: 13 March 2026
The notes on pages 19 to 45 form part of these financial statements.
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £1,238,314 (2024: loss £1,031,469).
Page 12
SIMPSON TRAVEL TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 November 2024 | 885 | 1,422,066 | 1,422,951
Comprehensive income for the year |  |  |
Loss for the year | - | (1,111,529) | (1,111,529)
Contributions by and distributions to owners |  |  |
Shares issued during the year | 80 | - | 80
Shares cancelled during the year | (2) | - | (2)
At 31 October 2025 | 963 | 310,537 | 311,500
| The notes on pages 19 to 45 form part of these financial statements.
Page 13
SIMPSON TRAVEL TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | - | (4,685) | (4,685)
Comprehensive income for the period |  |  |
Profit for the period | - | 1,426,751 | 1,426,751
Contributions by and distributions to owners |  |  |
Shares issued during the period | 885 | - | 885
At 31 October 2024 | 885 | 1,422,066 | 1,422,951
| The notes on pages 19 to 45 form part of these financial statements.
Page 14
SIMPSON TRAVEL TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 November 2024 | 885 | (1,031,469) | (1,030,584)
Comprehensive income for the period |  |  |
Loss for the year | - | (1,238,314) | (1,238,314)
Contributions by and distributions to owners |  |  |
Shares issued during the year | 80 | - | 80
Shares cancelled during the year | (2) | - | (2)
At 31 October 2025 | 963 | (2,269,783) | (2,268,820)
| The notes on pages 19 to 45 form part of these financial statements.
Page 15
SIMPSON TRAVEL TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
Comprehensive income for the period |  |  |
Loss for the period | - | (1,031,469) | (1,031,469)
Contributions by and distributions to owners |  |  |
Shares issued during the period | 885 | - | 885
At 31 October 2024 | 885 | (1,031,469) | (1,030,584)
| The notes on pages 19 to 45 form part of these financial statements.
Page 16
SIMPSON TRAVEL TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 OCTOBER 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (1,111,529) | 1,426,751
Adjustments for: |  |
Amortisation of intangible assets | 2,578,496 | 2,276,398
Depreciation of tangible assets | 72,741 | 57,437
Loss on disposal of tangible assets | 23,614 | -
Interest paid | 2,813,073 | 1,640,182
Interest received | (387,335) | (245,316)
Taxation charge | (431,478) | 974,904
Decrease/(increase) in debtors | 1,952,656 | (5,216,930)
Increase in creditors | 971,949 | 6,629,350
(Decrease)/increase in provisions | (2,721,847) | 2,721,847
Net fair value (gains)/losses recognised in P&L | (229,960) | 410,435
Corporation tax (paid) | (509,931) | (538,284)
Net cash generated from operating activities | 3,020,449 | 10,136,774
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (634,286) | (290,275)
Purchase of tangible fixed assets | (90,927) | (53,953)
Sale of tangible fixed assets | 58,261 | -
Purchase of fixed asset investments | - | (23,557,922)
Interest received | 387,335 | 245,316
Net cash from investing activities | (279,617) | (23,656,834)
Cash flows from financing activities |  |
Issue of ordinary shares | 80 | 885
New secured loans | - | 9,000,000
Other new loans | 2,721,847 | 15,433,662
Interest paid | (2,813,073) | (1,640,182)
Net cash used in financing activities | (91,146) | 22,794,365
Net increase in cash and cash equivalents | 2,649,686 | 9,274,305
Page 17
SIMPSON TRAVEL TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
|  |  | As restated
|  | 2025 | 2024
|  | £ | £
Cash and cash equivalents at beginning of year | 9,274,305 | -
Cash and cash equivalents at the end of year | 11,923,991 | 9,274,305
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 11,923,991 | 9,274,305
| 11,923,991 | 9,274,305
The notes on pages 19 to 45 form part of these financial statements.
Page 18
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
1. | General information
The Company is a private company limited by shares and is incorporated in England and Wales, United Kingdom. The principal activity of the Company is a holding company. The address of the Company's registered office is given on the Company Information page of these financial statements. The principal activity of the Group is that of a luxury tour operator specialising in villas and boutique hotels. The principal activities of the Company's subsidiaries are as follows: Simpson Travel Bidco Limited: Intermediate holding company. Far & Wide Limited: Luxury tour operator. Far & Wide Aviation Limited: Arrangement of air travel and aviation services. Far & Wide Developments Limited: Property development and management. Far & Wide LLC: Provision of travel agency services. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 19
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The financial position of the Group is also described in the Strategic Report. The Group has considerable financial resources and the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The directors expect that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
| 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. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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: Turnover comprises of revenue recognised by the company in respect of package holidays and other services supplied to customers in the ordinary course of business. Revenue is taken to the profit and loss account based on the date of departure. 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. Page 20
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.11 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds. Page 21
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.12 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Page 22
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.13 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Patents | - | 3 | years
|  |  |  | Development expenditure | - | 3 | years
|  |  |  | Goodwill | - | 10 | years
|  |  |  | Trademarks | - | 10 | years
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged 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:
|  |  |  | Office equipment | - | 3 years
|  |  |  | Computer equipment | - | 3 years
|  |  |  | Property Improvements | - | 3 years
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. Page 23
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.15 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.16 | 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.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | 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. Page 24
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all its financial instruments. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment Page 25
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.21 | Hedge accounting
The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its foreign currency payments. These derivatives are measured at fair value at each reporting date. To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year. Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.
| 2.22 | Advanced payments and receipts
All revenue received relating to bookings that depart after the balance sheet date is treated as advance receipts and is separately disclosed under accruals and deferred income. Payments made to suppliers relating to bookings that depart after the balance sheet date are treated as advance payments and are separately disclosed under prepayments and accrued income. Page 26
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Group's accounting policies, the directors are required to make 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 recognised 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 of revision and future periods where the revision affects both current and future periods. Critical judgements (i) Useful economical lives of intangible assets The annual amortisation charge for intangible assets is sensitive due to the material nature of the value of fixed assets. The amortisation rates are reviewed annually to ensure they are appropriate for the type of asset. Assets are reviewed for impairment on an annual basis. (ii) Revenue recognition The Group recognises revenue based on the date of departure of the booking which, in the directors' judgement, is the most appropriate revenue base as this matches the point at which the service is performed. The directors use their judgement to determine a fair direct cost associated to the revenue recognised Key sources of uncertainty The directors are of the view that there are no estimates or assumptions that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities. Page 27
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Travel related services | 42,305,349 | 38,099,137
Analysis of turnover by country of destination:
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Europe | 42,305,349 | 38,099,137
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 72,741 | 57,437
| Amortisation of intangible assets | 2,578,496 | 2,276,398
| Exchange differences | (66,431) | (458,711)
| Defined contribution pension cost | 91,094 | 82,036
| Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements | 34,300 | 29,250
| Other operating lease rentals | 4,897 | 2,563
Page 28
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 34,300 | 29,250
| Non-audit services | 13,600 | 11,750
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 2,511,701 | 2,278,814 | 684,875 | 334,822
| Social security costs | 391,453 | 274,109 | 89,772 | 42,023
| Cost of defined contribution scheme | 91,094 | 70,377 | 32,752 | 15,499
|  | 2,994,248 | 2,623,300 | 807,399 | 392,344
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 31 October | 31 October | 31 October | 31 October
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Administration | 50 | 48 | 9 | 6
|  | Overseas representatives | 34 | 32 | - | -
|  |  | 84 | 80 | 9 | 6
Page 29
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
8. | Directors' remuneration
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 445,972 | 334,822
| Group contributions to defined contribution pension schemes | 20,559 | 15,499
|  | 466,531 | 350,321
| During the year retirement benefits were accruing to 4 directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £150,778 (2024 - £82,333).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,501 (2024 - £4,333).
9. | Interest receivable
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 387,335 | 245,316
10. | Interest payable and similar expenses
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 974,989 | 661,248
| Other loan interest payable | 1,838,084 | 978,934
|  | 2,813,073 | 1,640,182
Page 30
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
11. | Taxation
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 461,896 | 666,566
| Adjustments in respect of previous periods | (184,746) | 312,172
|  | 277,150 | 978,738
| Total current tax | 277,150 | 978,738
| Deferred tax |  |
| Origination and reversal of timing differences | (708,628) | (3,834)
| Total deferred tax | (708,628) | (3,834)
|  | (431,478) | 974,904
Page 31
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year/period
| The tax assessed for the year/period is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:
|  |  |  |  | 31 October | 11 months ended 31 October
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (1,543,007) | 2,401,655
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (385,752) | 600,414
| Effects of: |  |
| Intercompany elimination adjustment | 580,291 | 536,271
| Fixed asset differences | 5,904 | (10)
| Adjustments to tax charge in respect of prior periods | (184,746) | 312,172
| Adjustments to tax charge in respect of prior periods - deferred tax | (244,733) | -
| Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment | 23,830 | 106,912
| Non-taxable income | - | (6,359)
| Movements in deferred tax not recognised | (226,281) | -
| Other differences leading to an increase (decrease) in the tax charge | 9 | (574,496)
| Total tax charge for the year/period | (431,478) | 974,904
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 32
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
12. | Intangible assets
| Group and Company
|  | Patents | Development expenditure | Trademarks | Goodwill | Total
|  | £ | £ | £ | £ | £
| Cost |  |  |  |  |
| At 1 November 2024 as restated | 84,500 | 1,872,555 | - | 23,371,862 | 25,328,917
| Additions | - | 284,286 | 350,000 | - | 634,286
| Disposals | (84,500) | (1,216,242) | - | - | (1,300,742)
| At 31 October 2025 | - | 940,599 | 350,000 | 23,371,862 | 24,662,461
| Amortisation |  |  |  |  |
| At 1 November 2024 | 84,500 | 1,491,000 | - | 2,061,405 | 3,636,905
| Charge for the year on owned assets | - | 232,441 | 8,868 | 2,337,187 | 2,578,496
| On disposals | (84,500) | (1,216,242) | - | - | (1,300,742)
| At 31 October 2025 | - | 507,199 | 8,868 | 4,398,592 | 4,914,659
| Net book value |  |  |  |  |
| At 31 October 2025 | - | 433,400 | 341,132 | 18,973,270 | 19,747,802
| At 31 October 2024 | - | 381,555 | - | 21,310,457 | 21,692,012
| For prior year adjustment refer to Note 24.
Page 33
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
13. | Tangible fixed assets
| Group
|  | Land | Office equipment | Computer equipment | Property improvements | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 November 2024 | 81,875 | 72,327 | 42,266 | 178,970 | 375,438
| Additions | - | 1,817 | 31,945 | 57,165 | 90,927
| Disposals | (81,875) | - | - | - | (81,875)
| Disposal of subsidiary | - | (33,420) | - | - | (33,420)
| At 31 October 2025 | - | 40,724 | 74,211 | 236,135 | 351,070
| Depreciation |  |  |  |  |
| At 1 November 2024 | - | 39,519 | 18,009 | 135,334 | 192,862
| Charge for the year on owned assets | - | 11,407 | 21,825 | 39,509 | 72,741
| Disposal of subsidiary | - | (33,420) | - | - | (33,420)
| At 31 October 2025 | - | 17,506 | 39,834 | 174,843 | 232,183
| Net book value |  |  |  |  |
| At 31 October 2025 | - | 23,218 | 34,377 | 61,292 | 118,887
| At 31 October 2024 | 81,875 | 32,808 | 24,257 | 43,636 | 182,576
| Shawbrook Bank Limited hold charges over a Company within the Group. This includes fixed and floating charges which covers all the property or undertaking of the Company present and future. The charge contains a negative pledge.
Page 34
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 November 2024 | 2,721,848
| Other movement | (2,721,847)
| At 31 October 2025 | 1
| The carrying amount of investments decreased following the issue of Earn-Out Exchange Loan Notes, accompanied by a corresponding reduction in the related provision.
Page 35
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Holding
| Simpson Travel Bidco Limited | 26 Oriel House The Quadrant, Richmond, England, TW9 1DL | Holding company | 100%
| Far & Wide Limited* | 26 Oriel House The Quadrant, Richmond, England, TW9 1DL | Tour Operator | 100%
| Far & Wide Aviation Limited* | 26 Oriel House The Quadrant, Richmond, England, TW9 1DL | Dormant | 100%
| Far & Wide Developments Limited* | 26 Oriel House The Quadrant, Richmond, England, TW9 1DL | Development of building projects | 100%
| Far & Wide LLC* | 8 The Green, Suite R, Dover, DE 19901, Delaware, United States | Dormant | 100%
| *Subsidiaries held indirectly. On 17 December 2024, Alternative Escapes Limited was dissolved. The following entities are exempt from audit of individual entity financial statements for the financial year ended 31 October 2025 by virtue of Section 479a of the Companies Act 2006 relating to subsidiary entities: ∙Far & Wide Developments Limited (11017345)
Page 36
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
15. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Amounts owed by group undertakings | - | - | 18,258,850 | 15,497,054
| Other debtors | 394,288 | 639,655 | - | -
| Deferred tax asset | 769,048 | 60,420 | 704,254 | -
|  | 1,163,336 | 700,075 | 18,963,104 | 15,497,054
| Due within one year |  |  |  |
| Amounts owed by group undertakings | - | - | - | 409
| Other debtors | 735,896 | 980,432 | 3,750 | -
| Called up share capital not paid | 178 | 100 | 78 | -
| Prepayments and accrued income | 2,073,670 | 3,536,423 | 14,123 | 14,387
| Tax recoverable | (163,574) | 12,400 | - | 12,400
|  | 3,809,506 | 5,229,430 | 18,981,055 | 15,524,250
| Included in prepayments and accrued income are advance payments to suppliers amounting to £1,349,053 (2024: £1,019,532) in relation to bookings departing after the Statement of Financial Position date.
16. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 11,923,991 | 9,274,305
Page 37
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
17. | Creditors: Amounts falling due within one year
|  | Group | Group As restated | Company | Company As restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 1,178,599 | 2,783,354 | - | 5,100
| Amounts owed to group undertakings | - | - | 277,348 | 137,139
| Corporation tax | - | 464,700 | - | -
| Other taxation and social security | 81,331 | 74,709 | - | -
| Other creditors | 536,416 | 247,420 | - | -
| Accruals and deferred income | 6,088,583 | 3,753,990 | 2,817,019 | 978,934
| Financial instruments | 225,295 | 455,255 | - | -
|  | 8,110,224 | 7,779,428 | 3,094,367 | 1,121,173
| Included in accruals and deferred income is £2,817,343 (2024: £2,411,960) of deposits in relation to bookings departing after the Statement of Financial Position date. Other loans consist of Investor and Manager Loan Notes which are unsecured, carry an interest rate of 10% per annum, and are due for repayment in 2034. For prior year adjustment refer to Note 24.
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SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
18. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | 9,000,000 | 9,000,000 | - | -
| Other loans | 18,155,509 | 15,433,662 | 18,155,509 | 15,433,662
| Accruals and deferred income | 22,953 | 20,435 | - | -
|  | 27,178,462 | 24,454,097 | 18,155,509 | 15,433,662
| Included in accruals and deferred income is £22,953 (2024: £20,435) of deposits in relation to bookings departing over one year after the Statement of Financial Position date. Bank loans are provided by Shawbrook Bank Limited and comprise a £9,000,000 Term Facility and a £1,200,000 Revolving Credit Facility. Interest is charged at the aggregate of Term SONIA plus a margin of 6.5% for the Term Facility and 4.0% for the Revolving Credit Facility. The bank loans are secured by a fixed and floating charge over the assets of the Group and are repayable in full in March 2030 (6 years from the agreement date). Other loans consist of Investor and Manager Loan Notes which are unsecured, carry an interest rate of 10% per annum, and are due for repayment in 2034. Shawbrook Bank Limited hold charges over a Company in the Group. This includes fixed and floating charges which covers all the property or undertaking of the Company present and future. The charge contains a negative pledge.
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SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due after more than 5 years |  |  |  |
| Bank loans | 9,000,000 | 9,000,000 | - | -
| Other loans | 18,155,509 | 15,433,662 | 18,155,509 | 15,433,662
|  | 27,155,509 | 24,433,662 | 18,155,509 | 15,433,662
| Bank loans are provided by Shawbrook Bank Limited and comprise a £9,000,000 Term Facility and a £1,200,000 Revolving Credit Facility. Interest is charged at the aggregate of Term SONIA plus a margin of 6.5% for the Term Facility and 4.0% for the Revolving Credit Facility. The bank loans are secured by a fixed and floating charge over the assets of the Group and are repayable in full in March 2030 (6 years from the agreement date). Other loans consist of Investor and Manager Loan Notes which are unsecured, carry an interest rate of 10% per annum, and are due for repayment in 2034. Shawbrook Bank Limited hold charges over a Company in the Group. This includes fixed and floating charges which covers all the property or undertaking of the Company present and future. The charge contains a negative pledge.
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SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
20. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 60,420 | -
| Charged to profit or loss | 708,628 | 3,834
| Added on acquisition | - | 56,586
| At end of year | 769,048 | 60,420
| Company
|  | 2025 | 2024
|  | £ | £
| Charged to profit or loss | 704,254 | -
| At end of year | 704,254 | -
| The deferred tax asset is made up as follows:
|  | Group | Group | Company
|  | 2025 | 2024 | 2025
|  | £ | £ | £
| Fixed asset timing differences | 62,092 | 60,420 | -
| Short term timing differences | 706,956 | - | 704,254
|  | 769,048 | 60,420 | 704,254
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SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
21. | Provisions
| Group and Company
|  | Other provision
|  | £
| At 1 November 2024 | 2,721,847
| Released in year | (2,721,847)
| At 31 October 2025 | -
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SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 4,110 (2024 - 4,110) A Ordinary shares of £0.10 each | 411 | 411
|  | 3,737 (2024 - 3,737) B Ordinary shares of £0.10 each | 374 | 374
|  | 1,325 (2024 - 550) C Ordinary shares of £0.10 each | 133 | 55
|  | 454 (2024 - 454) D Ordinary shares of £0.10 each | 45 | 45
|  |  | 963 | 885
During the year, the Company allotted and issued 800 C Ordinary shares of £0.10 each. Additionally, 25 C Ordinary shares of £0.10 each were cancelled. The rights attaching to the share classes are as follows: A Ordinary Shares: carry one vote per share and have a right to receive dividends. B Ordinary Shares: carry one vote per share and have a right to receive dividends. C Ordinary Shares: carry no voting rights and have a right to receive dividends. D Ordinary Shares: carry one vote per share and do not have a right to receive dividends. On a return of capital or winding up, the A, B, C, and D Ordinary Shares rank pari passu and assets are distributed pro rata to the number of shares held.
23. | Reserves
Profit and loss account Profit and loss includes all current and prior periods retained profit.
24. | Prior year adjustment
During the prior year, following the acquisition of a subsidiary, an adjustment relating to the subsidiary’s opening balances at the acquisition date was not reflected in retained earnings as part of the acquisition accounting and, as a result, goodwill and accounts payables were misstated at 31 October 2024. The comparative figures have been restated to correct this matter. The restatement has resulted in an decrease in goodwill of £12,133,843 and a corresponding decrease in trade payables as at 31 October 2024. Page 43
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
25. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £127,746 (2024: £100,370). An amount of £21,575 (2024: £Nil) was due at the Statement of Financial Position date.
26. | Commitments under operating leases
| At 31 October 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 70,620 | 58,850
| Later than 1 year and not later than 5 years | 58,850 | -
|  | 129,470 | 58,850
27. | Commitments under property contracts
| At 31 October 2025 the Group had future minimum payments due under non-cancellable property contracts for each of the following periods:
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 13,841,287 | 15,635,433
| Not later than 1 year and not later than 5 years | 17,473,526 | 17,538,177
| Later than 5 years | - | 136,766
|  | 31,314,813 | 33,310,376
28.Cash flow hedging The Group enters various foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 October 2025, the outstanding contracts all mature within 12 months (2024: 12 months) of the year end. As at 31 October 2025, the recognised net losses on currency cash flow hedging instruments amounted to £225,295 (2024: £455,255) which is reflected within the profit and loss. Therefore, the net impact is on the statement of profit and loss, is a gain of £229,960 (2024: loss £410,435). Page 44
SIMPSON TRAVEL TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
29. | Related party transactions
| The Group has taken advantage of the exemption in FRS 102 1A not to disclose transactions or balances with wholly owned members of the group.
30. | Controlling party
The ultimate controlling party at the balance sheet date is L Johnson by virtue of his shareholding in the Group.
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