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Registered number: 12346190 LEGER SHEARINGS GROUP HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
LEGER SHEARINGS GROUP HOLDINGS LIMITED COMPANY INFORMATION
Directors | I D Henry
| K Henry
| A Oldfield
| C G Plummer
| L Race
Company secretary | A Oldfield
Registered number | 12346190
Registered office | Sunway House
| Canklow Meadows Industrial Estate
| Rotherham
| South Yorkshire
| S60 2XR
Independent auditors | White Hart Associates (London) Limited
| Chartered Accountants and Statutory Auditors
| 2nd Floor, Nucleus House
| 2 Lower Mortlake Road
| Richmond
| TW9 2JA
LEGER SHEARINGS GROUP HOLDINGS LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 5
Directors' Report | 6 - 8
Independent Auditors' Report | 9 - 12
Consolidated Income Statement | 13
Consolidated Statement of Comprehensive Income | 14
Consolidated Statement of Financial Position | 15
Company Statement of Financial Position | 16
Consolidated Statement of Changes in Equity | 17
Company Statement of Changes in Equity | 18
Consolidated Analysis of Net Debt | 19
Notes to the Financial Statements | 20 - 43
LEGER SHEARINGS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their strategic report for the year ended 31 December 2025.
Business review
The Company is required by the Companies Act 2006 to set out in this report, a fair review of the business of the Company and Group during the financial year ended 31 December 2025, the position of the Company and Group at the end of the period and a description of the principal risks and uncertainties facing the Group. This review is prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose. The principal activity of the Group during the year continued as a specialist holiday tour operator, focusing on its industry-leading brands, Leger and Shearings. These brands primarily cater to the UK’s 50+ demographic with a diverse portfolio of escorted coach tours. Offerings include battlefield tours, river cruises, cultural tours, and event-based holidays within the UK and across Europe. The Group has continued to concentrate on capacity management to continue to drive sustainable profit growth. The Group has maintained a strong focus on product innovation, continually developing and refreshing its holiday portfolio across both brands with new itineraries, destinations and experiences designed around evolving customer preferences. This ongoing investment in the product range and customer proposition has helped sustain demand and underpins the Group's growth strategy. Customer satisfaction remains high, with the Group's two principal brands independently rated 'Excellent' on Trustpilot as at June 2026, with Leger Holidays scoring 4.5 out of 5 and Shearings 4.3 out of 5, reflecting continued strong approval from clients. The directors are pleased to report another significant milestone in the Group’s growth strategy, with the strongest trading EBITDA to date, totaling £6.1 million, a 21.29% increase compared to 2024. Consolidated turnover for the year amounted to £79.8 million, reflecting a 3.1% increase from the previous year. Additionally, improved gross profit margins of 29.83% contributed to the overall EBITDA growth. Forward bookings are strong across both of the Group's brands, with Leger and Shearings each tracking double-digit growth for both the 2026 and 2027 seasons, building at record levels. This positions the Group to continue on its planned growth trajectory. The key performance indicators used by the directors to monitor the progress of the Group are set out below:-
|  | 2025 | 2024
|  | £ | £
| Key performance indicators |  |
| Turnover | 79,829,026 | 77,401,702
| Gross profit | 23,813,770 | 21,186,123
| Gross profit as a percentage of turnover | 29.83% | 27.37%
| Earnings Before Interest, Tax, Depreciation and Amortisation ('EBITDA') | 6,099,885 | 5,029,844
| EBITDA as a percentage of turnover | 7.64% | 6.49%
| Net assets (adjusted for irredeemable preference shares) | 2,736,116 | 2,923,571
Page 1
LEGER SHEARINGS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
The following risk factors may affect the Group's operating results and its financial position. The risk factors described below are those which the directors believe are potentially significant but should not be regarded as a complete and comprehensive statement of all potential risk and uncertainties facing the Group. The directors do not feel that the risks in 2026 will be much different to those that were prevalent in 2025. Economic uncertainty The demand for holidays is affected by local economic conditions. During 2025, rising costs across the economy have affected the cost of holiday arrangements and resulted in consumers having less discretionary spending available for travel. However, this has been compensated by the high level of consumer demand for coach tours in the UK and Europe. This, combined with consumer unease in relation to the current economic environment and geopolitical events, has meant that the Group’s management have continued to review the Group’s financial position, as well as forecasts, and plan mitigation actions in order to neutralise any potential financial impact on trading performance. Regulatory risks The Group is exposed to various regulators, including the Civil Aviation Authority ("CAA") which issues an Air Travel Organisers Licence ("ATOL") and is required in order for the Group to operate. This licence is renewed in September each year and is subject to assessments of fitness and financial criteria, the framework of which is available on the CAA website (www.caa.co.uk). Competition The Group operates in a highly competitive market featuring innovation in travel products and the methods by which it is marketed, as well as price pressures. The Group seeks to constantly invest in its brand to increase public awareness as well as offer a wide selection of products from a wide range of suppliers at competitive prices to maintain its market position. The Group also monitors competitor activity closely. Foreign exchange The Group is exposed to foreign exchange rate risk when it purchases overseas holiday services in currencies other than British Pounds. Monetary assets and liabilities are translated at the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. The Group hedges this risk and where not hedged, the Group bears the risk associated with such foreign exchange movements. Commercial relationships The Group has well-established and close relationships with customers and suppliers, and risk is spread by not placing over-reliance on any one supplier in any particular area. However, if a relationship were lost or damaged with a major supplier this could have a detrimental effect on the business. The management team meets regularly with suppliers to maintain good working relationships and to understand the supplier's financial position. Page 2
LEGER SHEARINGS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Principal risks and uncertainties (continued) Information technology The Group is heavily reliant on the uninterrupted operation of its IT systems and website. These systems are vulnerable to power loss, fire, computer viruses and other events. Loss of these systems would impair the ability of the Group to carry on its business effectively. The Group has made arrangements to mitigate this risk with increased and continual investment in IT infrastructure, cyber insurance, relevant technical support partners and its internal IT teams. Finance The Group finances its operations through retained profits. The Group's exposure to interest rate fluctuations on its cash deposits are managed by using short term, fixed and floating deposits. Geo-political events and natural disasters The nature of the business exposes the Group to various commercial risks which may affect the trading performance of the Group. These include: - acts of terrorism, particularly in key tourist destinations - epidemics in key tourist destinations which threaten the health of tourists - wars or other international uncertainty which affects air travel - natural disasters in key tourist destinations - weather conditions, both in the UK and key tourist destinations - changes in customer behaviour and preferences - increase in government taxes These factors may affect the Group by causing potential customers to cancel or postpone travel plans, reducing the earnings potential of the Group. The Group seeks to minimise such risks by offering products in a wide range of destinations.
Directors' statement of compliance with duty to promote the success of the Group
Section 172 of the Companies Act 2006 sets out the duties of directors when exercising powers and discharging their responsibilities. This report sets out how the directors of the Group have complied with their statutory duties in the reporting period. Page 3
LEGER SHEARINGS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 The board During the reporting period, the board was comprised of five directors. The board has long-term considerations at its heart. The intention of the Group is to extend its position as the market-leading UK escorted coach tour operator as all brands continue to develop through a constant focus on its employees, its customers and its suppliers, creating long-term and lasting relationships. Discharging its statutory duties The board recognises that decision making for the long term requires that the interests of various stakeholders be considered including those of employees, customers, suppliers, and the wider community in which the Group operates. The board also recognises, and has regard to, its governance frameworks and high standards of business conduct in managing the affairs of the Group. The board discharges its duties through: - Having a clear plan of meetings to address the matters that are important to the Group’s long-term health; - Considering the Group’s relationships with employees and continuing to promote a positive company culture through regular communication, transparency, and healthy recognition of individual and team achievement; - Providing assurance to customers of the high standards that are instilled in the sales and service teams by taking a proactive client-centric approach which is monitored continuously through operational systems and proactive customer review process, which make use of Net Promoter Scores (NPS), Customer Satisfaction Scores (CSAT), and Trustpilot reviews (currently at 4.3 to 4.5 out of 5.0); - Promoting a policy of being fair to all suppliers with timely payments of invoices and regular communication and trading updates; - Continuously monitoring the Group’s financial health; and - The governance framework that it puts in place and regularly monitors. The board is presented with regular board packs and presentations to support it with the information that it needs to discharge its responsibilities. This information includes data in relation to demand, bookings, customer sentiment, supply-chain, market developments and trends and other information relating to the long term health of the Group. Employee responses to surveys and communication programmes are also considered by the board. The board has direct engagement with employees within different functions of the business to help inform its decision making. Page 4
LEGER SHEARINGS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Key board considerations During the course of their discussions, the board takes account of relevant stakeholder views. It has particular regard to the long term objectives of ensuring there is a strong business capable of protecting the interests of shareholders. In turn, this long term approach is in the interests of customers, suppliers, employees and the wider community. This report was approved by the board on 29 June 2026 and signed on its behalf.
L Race Director
Page 5
LEGER SHEARINGS GROUP HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 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; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Principal activity
The principal activity of the Company was that of an intermediate holding company within a trading group. The Group's principal activity was that of specialist holiday tour operators.
Results and dividends
The profit for the year, after taxation, amounted to £891,480 (2024 - loss £827,399). An interim dividend of £2,000,000 was paid during the year ended 31 December 2025. The directors do not recommend a final dividend for the year, making the total distribution of dividends for the year ended 31 December 2025 £2,000,000 (2024 - £Nil). Page 6
LEGER SHEARINGS GROUP HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors
The directors who served during the year were:
I D Henry
K Henry
A Oldfield
C G Plummer
L Race
Future developments
During 2026, the Group will continue to focus on providing domestic and overseas holidays to a variety of European and Worldwide destinations. The Group is confident that it will remain and capitalise on being the market leading UK escorted coach tour operator as all brands continually develop.
Research and development activities
The Group continually looks ahead at opportunities to improve processes and efficiencies either through in-house technology development or alternatively, investment in third-party cutting-edge solutions.
Engagement with employees
The Group has a culture of continuous improvement through investment in people at all levels within the Group, looking to encourage and develop all members of staff to realise their full potential. Wherever possible, vacancies are filled from within the Group and adequate opportunities for internal promotion are created. The Group is committed to pursuing equality and diversity in all of its employment activities including recruitment, training, career development and promotion and ensuring there is no bias or discrimination in the treatment of employees. Employees are consulted regularly about changes which may affect them through regular meetings and communications, which are used to ensure that employees are kept up to date with the business performance of their employer and the financial and economic factors affecting the performance of the Group.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group's greenhouse gas emissions and energy consumption for the year are 17,769 kg CO2e and 164,192 kWh (2024 - 24,766 kg CO2e and 169,358 kWh). The Group has applied “GHG Reporting Protocol – Corporate Standard” methodology and calculated the energy used and greenhouse gas emissions caused by business operations. The Group is committed to minimising the negative impact that our actions have on the environment. We continue to look at ways to minimise travel, making effective use of video meeting technology, recognising how efficiently business can be conducted remotely. We also remain committed to hybrid and flexible working policies and promote a salary sacrifice scheme for the use of electric vehicles for senior employees. Page 7
LEGER SHEARINGS GROUP HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Matters covered in the Group Strategic Report
The directors have chosen, in line with the Companies Act 2006, to show the review of the business (including events since the date of the Statement of Financial Position) and the principal risks and uncertainties in the Strategic Report to the financial statements.
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.
Post balance sheet events
During 2026, the Group will continue to operate as outlined in the principal activity note above. There have been no significant events affecting the Group since the year end.
Auditors
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 29 June 2026 and signed on its behalf.
L Race Director
Page 8
LEGER SHEARINGS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Leger Shearings Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 December 2025 and of the Group's 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 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 9
LEGER SHEARINGS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS 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 10
LEGER SHEARINGS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.
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: - We exercise professional judgment and maintain professional scepticism throughout the audit; - We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control; - We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control; - We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made; - We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; - We review the scope of the Group's compliance with The Package and Linked Travel Arrangements Regulations 2018 (“PTRs”) and sample test relevant documentation to assess this and the effectiveness of its control environment; - We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements; Page 11
LEGER SHEARINGS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP HOLDINGS LIMITED (CONTINUED) Auditors' responsibilities for the audit of the financial statements (continued) - We review the Group's relationships with related parties, identifying and disclosing transactions during the year and balances at year-end with such parties. 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.
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. M S Caldicott ACA FCCA CTA (Senior Statutory Auditor) for and on behalf of White Hart Associates (London) Limited Chartered Accountants and Statutory Auditors 2nd Floor, Nucleus House 2 Lower Mortlake Road Richmond TW9 2JA 29 June 2026 Page 12
LEGER SHEARINGS GROUP HOLDINGS LIMITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 79,829,026 | 77,401,702
Cost of sales |  | (56,015,256) | (56,215,579)
Gross profit |  | 23,813,770 | 21,186,123
Administrative expenses |  | (21,887,240) | (20,365,201)
Exceptional administrative expenses |  | - | (52,655)
Other operating income | 5 | 50,419 | 74,873
Operating profit | 6 | 1,976,949 | 843,140
Interest receivable and similar income | 10 | 201,637 | 303,705
Interest payable and similar expenses | 11 | (108,621) | (859,169)
Profit before tax |  | 2,069,965 | 287,676
Tax on profit | 12 | (1,178,485) | (1,115,075)
Profit/(loss) for the financial year |  | 891,480 | (827,399)
Profit/(loss) for the year attributable to: |  |  |
Owners of the Parent Company |  | 891,480 | (827,399)
The notes on pages 20 to 43 form part of these financial statements.
Page 13
LEGER SHEARINGS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Profit for the financial year |  | 891,480 | (827,399)
Other comprehensive income |  |  |
Unrealised surplus on revaluation of tangible fixed assets |  | 119,469 | -
Fair value gain/(loss) on cash flow hedges |  | 801,596 | (392,310)
Other comprehensive income for the year |  | 921,065 | (392,310)
Total comprehensive income for the year |  | 1,812,545 | (1,219,709)
Profit/(loss) for the year attributable to: |  |  |
Owners of the Parent Company |  | 891,480 | (827,399)
Total comprehensive income attributable to: |  |  |
Owners of the Parent Company |  | 1,812,545 | (1,219,709)
The notes on pages 20 to 43 form part of these financial statements.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) |  |
| Operating profit | 1,976,949 | 843,140
| Depreciation of tangible fixed assets | 279,990 | 259,665
| Amortisation of intangible fixed assets | 3,842,946 | 3,874,384
| Exceptional administrative expenses | - | 52,655
| Underlying EBITDA | 6,099,885 | 5,029,844
Page 14
LEGER SHEARINGS GROUP HOLDINGS LIMITED REGISTERED NUMBER: 12346190 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 16 |  | 14,818,811 |  | 18,595,867
Tangible assets | 17 |  | 1,288,838 |  | 1,375,938
|  |  | 16,107,649 |  | 19,971,805
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 19 | 2,599,421 |  | 1,845,258 |
Cash at bank and in hand | 20 | 6,219,284 |  | 5,878,124 |
|  | 8,818,705 |  | 7,723,382 |
Creditors: amounts falling due within one year | 21 | (17,315,011) |  | (19,851,082) |
Net current liabilities |  |  | (8,496,306) |  | (12,127,700)
Total assets less current liabilities |  |  | 7,611,343 |  | 7,844,105
Creditors: amounts falling due after more than one year | 22 |  | (25,659,200) |  | (25,659,200)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (76,027) |  | (121,334) |
|  |  | (76,027) |  | (121,334)
Net liabilities |  |  | (18,123,884) |  | (17,936,429)
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 4,170 |  | 4,170
Share premium account | 25 |  | 195,797 |  | 195,797
Revaluation reserve | 25 |  | 355,094 |  | 235,625
Cash flow hedging reserve | 25 |  | 242,771 |  | (558,825)
Profit and loss account | 25 |  | (18,921,716) |  | (17,813,196)
Equity attributable to owners of the Parent Company |  |  | (18,123,884) |  | (17,936,429)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2026.
A Oldfield
Director
The notes on pages 20 to 43 form part of these financial statements. Page 15
LEGER SHEARINGS GROUP HOLDINGS LIMITED REGISTERED NUMBER: 12346190 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 18 |  | 30,392,509 |  | 30,392,509
|  |  | 30,392,509 |  | 30,392,509
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 19 | 14,344,989 |  | 14,345,326 |
Cash at bank and in hand | 20 | 709 |  | 372 |
|  | 14,345,698 |  | 14,345,698 |
Total assets less current liabilities |  |  | 44,738,207 |  | 44,738,207
Creditors: amounts falling due after more than one year | 22 |  | (25,659,200) |  | (25,659,200)
Net assets |  |  | 19,079,007 |  | 19,079,007
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 4,170 |  | 4,170
Share premium account | 25 |  | 195,797 |  | 195,797
Profit and loss account brought forward |  | 18,879,040 |  | 16,240,749 |
Profit for the year |  | 2,000,000 |  | 2,638,291 |
Other changes in the profit and loss account |  | (2,000,000) |  | - |
Profit and loss account carried forward |  |  | 18,879,040 |  | 18,879,040
|  |  | 19,079,007 |  | 19,079,007
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2026.
A Oldfield
Director
The notes on pages 20 to 43 form part of these financial statements. Page 16

|  | LEGER SHEARINGS GROUP HOLDINGS LIMITED |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
|  | Called up share capital | Share premium account | Revaluation reserve | Cash flow hedging reserve | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 January 2024 | 4,170 | 195,797 | 235,625 | (166,515) | (16,985,797) | (16,716,720)
| Comprehensive income for the year |  |  |  |  |  |
| Loss for the year | - | - | - | - | (827,399) | (827,399)
| Fair value loss on cash flow hedges | - | - | - | (392,310) | - | (392,310)
| Total comprehensive income for the year | - | - | - | (392,310) | (827,399) | (1,219,709)
| At 1 January 2025 | 4,170 | 195,797 | 235,625 | (558,825) | (17,813,196) | (17,936,429)
| Comprehensive income for the year |  |  |  |  |  |
| Profit for the year | - | - | - | - | 891,480 | 891,480
| Surplus on revaluation of freehold property | - | - | 119,469 | - | - | 119,469
| Fair value gain on cash flow hedges | - | - | - | 801,596 | - | 801,596
| Total comprehensive income for the year | - | - | 119,469 | 801,596 | 891,480 | 1,812,545
| Contributions by and distributions to owners |  |  |  |  |  |
| Dividends: Equity capital | - | - | - | - | (2,000,000) | (2,000,000)
| At 31 December 2025 | 4,170 | 195,797 | 355,094 | 242,771 | (18,921,716) | (18,123,884)
| The notes on pages 20 to 43 form part of these financial statements.
Page 17

LEGER SHEARINGS GROUP HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 4,170 | 195,797 | 16,240,749 | 16,440,716
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 2,638,291 | 2,638,291
At 1 January 2025 | 4,170 | 195,797 | 18,879,040 | 19,079,007
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 2,000,000 | 2,000,000
Contributions by and distributions to owners |  |  |  |
Dividends: Equity capital | - | - | (2,000,000) | (2,000,000)
At 31 December 2025 | 4,170 | 195,797 | 18,879,040 | 19,079,007
| The notes on pages 20 to 43 form part of these financial statements.
Page 18
LEGER SHEARINGS GROUP HOLDINGS LIMITED CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | Movements in derivatives | At 31 December 2025
| £ | £ | £ | £
Cash at bank and in hand | 5,878,124 | 341,160 | - | 6,219,284
Debt due after 1 year | (20,860,000) | - | - | (20,860,000)
Fair value of cash flow hedges | - | - | 242,771 | 242,771
| (14,981,876) | 341,160 | 242,771 | (14,397,945)
The notes on pages 20 to 43 form part of these financial statements.
Page 19
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
As disclosed in the Directors' Report, the principal activity of the Company was that of an intermediate holding company within a trading group. The Group's principal activity was that of specialist holiday tour operators. The Company is a private company limited by shares and is incorporated in England and Wales. The address of the Group's principal place of business, being the same as the registered office stated on the Company Information page, is: Sunway House Canklow Meadows Industrial Estate Rotherham South Yorkshire S60 2XR 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 the Group's 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 Income Statement in these financial statements. The following principal accounting policies have been applied:
| 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 Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. Page 20
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
Group management and the directors constantly review the Group’s financial position and forecasts, and plan mitigating actions to neutralise the potential financial impact from any significant downturn in trading. Based on the above and the sensitised forecasts and budgets, Group management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being at least the following 12 months from the signing of these financial statements. This is supported by the strong brought forward performance for the start of 2026 and subsequent volumes being in line with forecasts. As a result, and with the Group continuing to receive the full support of its shareholders, the directors believe that it is still appropriate to apply the going concern basis for the foreseeable future.
| 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. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Income Statement within 'finance income or costs'. Page 21
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Turnover
Turnover represents the aggregate amount of gross revenue receivable from inclusive tours, travel agency commissions receivable, cancellation income and other services supplied to customers in the ordinary course of business. Turnover derived from ordinary activities is recognised in the Profit and Loss Account on holiday departure date and is stated after trade discounts, net of VAT and after any other sales taxes. Other revenues and associated expenses are taken to the income statement as they are earned or incurred. All receipts taken relating to tours with departure dates after the year end are treated as advanced receipts at the statement of financial position date and are included within accruals and deferred income. Payments made to suppliers in respect of these tours are included within prepayments and accrued income at the statement of financial position date.
| 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 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.
| 2.8 | 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. Page 22
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.10 | 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 other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | 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; 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 reporting date.
| 2.12 | Exceptional administrative expenses
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence. Page 23
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 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 Income Statement 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:
|  |  |  | Advertisement development | - |  | 50% straight line
|  |  |  | Goodwill | - |  | 10% straight line
|  |  |  | Trademarks | - |  | 10% straight line
| 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 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:
|  |  |  | Freehold property | - | 2.5% straight line
|  |  |  | Fixtures and fittings | - | 15% or 20% straight line
|  |  |  | Office equipment | - | 15% or 25% straight line
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 24
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.15 | Revaluation of tangible fixed assets
Individual freehold and leasehold properties are carried at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date. Fair values are determined from market based evidence normally undertaken by professionally qualified valuers. Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Income Statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 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.
| 2.19 | 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.
| 2.20 | Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position. Page 25
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include 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. Other financial assets Other financial assets, which include investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 26
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
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 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. Page 27
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.22 | Hedge accounting
The Group uses foreign currency forward contracts to manage its exposure to cash flow risk on its foreign currency supplier commitments. 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.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Estimates and judgments 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. a) Critical judgments in applying the Group’s accounting policies The directors believe that there are no critical judgments involved in applying the Group's accounting policies that warrant disclosure. b) Key accounting estimates and assumptions The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure. Page 28
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Holiday sales | 79,829,026 | 77,401,702
| All turnover arose within the United Kingdom.
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other income | 27,920 | 66,051
| Commissions receivable | 22,499 | 8,822
|  | 50,419 | 74,873
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange (gains)/losses | (218,754) | (85,875)
| Other operating lease rentals | 111,369 | 129,427
7. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and Parent Company's financial statements | 35,000 | 32,000
| Fees payable to the Company's auditors and their associates in respect of: |  |
| Audit-related assurance services | 35,000 | 32,000
Page 29
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Employees
| The directors were remunerated through another group company, Leger Shearings Group Limited, during the current and previous financial year. All employees have been remunerated through Leger Shearings Group Limited during both the current and previous financial year.
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 5,903,836 | 6,047,772
| Social security costs | 744,983 | 638,537
| Cost of defined contribution scheme | 115,785 | 170,901
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Sales & Marketing | 76 | 84
|  | Operations | 78 | 77
|  | Administration | 26 | 28
|  |  | 180 | 189
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 741,636 | 734,756
| Group contributions to defined contribution pension schemes | 13,734 | 63,037
|  | 755,370 | 797,793
| During the year retirement benefits were accruing to 3 directors (2024 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £247,984 (2024 - £223,538).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024 - £1,321).
Page 30
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest receivable | 201,637 | 303,705
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | - | 163,510
| Other interest payable | 108,621 | 695,659
|  | 108,621 | 859,169
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 1,450,397 | 1,134,996
| Group taxation relief | (226,605) | -
| Total current tax | 1,223,792 | 1,134,996
| Deferred tax |  |
| Origination and reversal of timing differences | (45,307) | (19,921)
| Tax on profit | 1,178,485 | 1,115,075
Page 31
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Taxation (continued)
| 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 | 2,069,965 | 287,676
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 517,491 | 71,919
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 882,548 | 1,042,563
| Capital allowances for year in excess of depreciation | 50,358 | 20,514
| Movement in deferred tax | (45,307) | (19,921)
| Group relief | (226,605) | -
| Total tax charge for the year | 1,178,485 | 1,115,075
| Factors that may affect future tax charges
There were no factors that may affect future tax charges at 31 December 2025.
13. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid - Ordinary shares | 2,000,000 | -
14. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exceptional redundancy costs | - | 52,655
| Exceptional items for the prior year above relate to one-off costs suffered as a result of internal restructuring.
Page 32
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Company result for the year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements. The profit after tax of Leger Shearings Group Holdings Limited for the year was £2,000,000 (2024 - £2,638,291).
16. | Intangible assets
| Group
|  | Advertisement development | Trademarks | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | 689,915 | 1,335,794 | 35,211,975 | 37,237,684
| Additions | 65,890 | - | - | 65,890
| At 31 December 2025 | 755,805 | 1,335,794 | 35,211,975 | 37,303,574
| Amortisation |  |  |  |
| At 1 January 2025 | 430,270 | 605,558 | 17,605,989 | 18,641,817
| Charge for the year on owned assets | 106,238 | 215,510 | 3,521,198 | 3,842,946
| At 31 December 2025 | 536,508 | 821,068 | 21,127,187 | 22,484,763
| Net book value |  |  |  |
| At 31 December 2025 | 219,297 | 514,726 | 14,084,788 | 14,818,811
| At 31 December 2024 | 259,645 | 730,236 | 17,605,986 | 18,595,867
| Goodwill arising on consolidation, relating to the acquisition of Leger Shearings Group (Property) Limited (formerly Tours Abroad Group Limited) and its subsidiaries, is being amortised on a straight line basis over 10 years from the date of acquisition on 23 December 2019.
Page 33
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Tangible fixed assets
| Group
|  | Freehold property | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 765,000 | 501,941 | 808,422 | 2,075,363
| Additions | - | 8,100 | 65,321 | 73,421
| Disposals | - | - | (26,563) | (26,563)
| Revaluations | 35,000 | - | - | 35,000
| At 31 December 2025 | 800,000 | 510,041 | 847,180 | 2,157,221
| Depreciation |  |  |  |
| At 1 January 2025 | 65,344 | 218,783 | 415,298 | 699,425
| Charge for the year on owned assets | 19,125 | 82,643 | 178,222 | 279,990
| Disposals | - | - | (26,563) | (26,563)
| On revalued assets | (84,469) | - | - | (84,469)
| At 31 December 2025 | - | 301,426 | 566,957 | 868,383
| Net book value |  |  |  |
| At 31 December 2025 | 800,000 | 208,615 | 280,223 | 1,288,838
| At 31 December 2024 | 699,656 | 283,158 | 393,124 | 1,375,938
| The freehold property was revalued on 9 February 2026 by BTG Eddisons Chartered Surveyors at an open market value of £800,000. Due to the proximity of the valuation to the year-end and the fact that it provided evidence of conditions existing at year-end, the directors decided to reflect the revaluation as having been carried out on 31 December 2025. There was no expected deferred tax impact at year-end from the property revaluation carried out. A fixed charge over the Company's freehold property and related assets was registered at Companies House on 18 December 2019 in favour of National Westminster Bank PLC.
Page 34
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 17.Tangible fixed assets (continued)
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Freehold | 800,000 | 699,656
Cost or valuation at 31 December 2025 is as follows:
|  |  | Land and buildings
|  |  | £
|  | At cost | 756,621
|  | At valuation: |
|  | Historical revaluations | 43,379
|  |  | 800,000
| If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Group |  |
| Cost | 756,621 | 756,621
| Accumulated depreciation | (680,961) | (662,045)
| Net book value | 75,660 | 94,576
Page 35
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 30,392,509
| At 31 December 2025 | 30,392,509
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Leger Shearings Group (Property) Limited | Sunway House, Canklow Meadows Industrial Estate, Rotherham, South Yorkshire, S60 2XR | Intermediate holding company | Ordinary | 100%
| Broomco (3019) Limited* | As above | Dormant | Ordinary | 100%
| Sunway Travel (Coaching) Holdings Limited* | As above | Dormant | Ordinary | 100%
| Leger Shearings Group Limited* | As above | Management service provider | Ordinary | 100%
| Leger Holidays Limited* | As above | Escorted coach tour operator | Ordinary | 100%
| Leger Air Holidays Limited* | As above | Air tour operator | Ordinary | 100%
| Shearings Travel Limited* | As above | Escorted coach tour operator | Ordinary | 100%
| Shearings Transport Limited* | As above | Transport provider | Ordinary | 100%
| * denotes companies which are indirect subsidiary undertakings of Leger Shearings Group Holdings Limited.
Page 36
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Subsidiary undertakings (continued)
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit
|  | £ | £
| Leger Shearings Group (Property) Limited | 700,158 | 2,017,943
| Broomco (3019) Limited* | 1 | -
| Sunway Travel (Coaching) Holdings Limited* | 1 | -
| Leger Shearings Group Limited* | 3,261,103 | 2,298,770
| Leger Holidays Limited* | 1,997,615 | 2,368,633
| Leger Air Holidays Limited* | 1,400,355 | 320,052
| Shearings Travel Limited* | 997,496 | 1,407,280
| Shearings Transport Limited* | 1,000 | -
| All of the above subsidiaries have been accounted for under the acquisition method of accounting.
19. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 36,806 | 54,300 | - | -
| Amounts owed by group undertakings | 504,658 | - | 14,344,989 | 14,345,326
| Other debtors | 380,059 | 258,352 | - | -
| Prepayments and accrued income | 1,435,127 | 1,532,606 | - | -
| Financial instruments | 242,771 | - | - | -
|  | 2,599,421 | 1,845,258 | 14,344,989 | 14,345,326
| Included within prepayments and accrued income above are payments made to suppliers relating to bookings departing after the year end, where the Group is acting as principal. The total of these prepaid costs at 31 December 2025 was £824,633 (2024 - £974,627). Amounts owed by group undertakings above for the Group are made up of debtors due from group undertakings of £4,141,500 (2024 - £Nil) and creditors due to group undertakings of £3,636,842 (2024 - £2,848,251). Amounts owed by group undertakings above for the Company are made up of debtors due from group undertakings of £28,335,115 (2024 - £26,335,115) and creditors due to group undertakings of £13,990,126 (2024 - £11,989,789). All amounts owed by and to group undertakings are repayable on demand and are not subject to interest charges.
Page 37
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 6,219,284 | 5,878,124 | 709 | 372
21. | Creditors: Amounts falling due within one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade creditors | 3,106,453 | 2,629,165
| Amounts owed to group undertakings | - | 2,848,251
| Corporation tax | 653,792 | 1,350,366
| Other taxation and social security | 453,858 | 500,991
| Other creditors | 25,465 | 24,623
| Accruals and deferred income | 13,075,443 | 11,938,861
| Financial instruments | - | 558,825
|  | 17,315,011 | 19,851,082
| Included within accruals and deferred income above are receipts from customers relating to bookings departing after the year end, where the Group is acting as principal. The total of these receipts taken in advance at 31 December 2025 was £9,272,516 (2024 - £8,450,054).
22. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Accruals and deferred income | 4,799,200 | 4,799,200 | 4,799,200 | 4,799,200
| Share capital treated as debt | 20,860,000 | 20,860,000 | 20,860,000 | 20,860,000
|  | 25,659,200 | 25,659,200 | 25,659,200 | 25,659,200
| Disclosure of the terms and conditions attached to the non-equity shares is made in note 24.
Included within accruals and deferred income above are accrued coupons on preference shares, which were accrued up until the Company's acquisition on 24 October 2024 and are payable to the Company's parent at its discretion. Page 38
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (121,334)
| Charged to profit or loss | 45,307
| At end of year | (76,027)
| Company
|  | 2025
| At end of year | -
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (76,027) | (121,334)
| Deferred tax liabilities relating to accelerated capital allowances will be reversed in line with the Group's depreciation of tangible fixed assets, being on a straight-line basis.
Page 39
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
24. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 2,920 (2024 - 2,920) Ordinary A shares of £1.00 each | 2,920 | 2,920
|  | 1,250 (2024 - 1,250) Ordinary B shares of £1.00 each | 1,250 | 1,250
|  |  | 4,170 | 4,170
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Shares classified as debt
|  | Allotted, called up and fully paid |  |
|  | 20,860,000 (2024 - 20,860,000) Preference shares of £1.00 each | 20,860,000 | 20,860,000
| The Ordinary A and B shares of £1.00 each carry full voting rights, full dividend rights and full rights to participation in any capital distribution on winding up, although these rank after Preference shares in priority during a capital distribution. The Preference shares of £1.00 are irredeemable, each carrying no voting rights, full dividend rights and full rights to participation in any capital distribution on winding up in priority to the A and B Ordinary shares.
25. | Reserves
Share premium account The share premium account represents the additional amount shareholders have paid for their issued shares that was in excess of the par value of those shares. Cash flow hedging reserve The cash flow hedging reserve, in accordance with the Group's accounting policies, relates to the effective portion of changes in the fair value of foreign exchange forward contract derivatives as they are recognised. Revaluation reserve The revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decreases relate to a previous increase on the same asset. Profit and loss account The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Group's shareholders. Page 40
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
26. | Contingent liabilities
At 31 December 2025, there were contingent liabilities outstanding in respect of counter indemnities and guarantees given by the Group, in the normal course of business, to the Group's bond insurance obligors in respect of Civil Aviation Authority and Association of Bonded Travel Organisers Trust Limited bonds amounting to £8,295,981 (2024 - £7,581,074).
27. | Pension commitments
The Group operates a defined contribution 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 £115,785 (2024 - £170,901). Contributions totalling £24,594 (2024 - £23,392) were payable to the fund at the statement of financial position date and are included in creditors.
28. | Commitments under operating leases
| At 31 December 2025 the Group 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 | 83,426 | 93,746
| Later than 1 year and not later than 5 years | 207,787 | 231,204
| Later than 5 years | 130,784 | 181,503
|  | 421,997 | 506,453
Page 41
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
29. | Related party transactions
| The Company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with its wholly owned subsidiaries within the Group. This is because it has prepared consolidated financial statements in which these transactions are eliminated in full.
30. | Controlling party
The Company's immediate and ultimate holding company is Leger Shearings Group Topco Limited, a company registered in England and Wales. Copies of the financial statements of Leger Shearings Group Topco Limited can be obtained from Sunway House, Canklow Meadows, Rotherham, South Yorkshire, S60 2XR. In the opinion of the directors, there is no single ultimate controlling party of the Group.
31. | Post balance sheet events
During 2026, the Group will continue to operate as outlined in the principal activity note. There have been no significant events affecting the Group since the year end. Page 42
LEGER SHEARINGS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
32. | Cash flow hedges
| At 31 December 2025, the Group had 23 foreign exchange forward contracts that it designated as cash flow hedges of highly probable foreign currency payments to suppliers for firm commitments in future periods. These contracts are entered into to minimise the Group's exposure to foreign exchange risk, between the prices agreed when a customer booking is made and when the supplier is paid. The following table summarises the foreign currency cash flow hedging instruments in place as at 31 December 2025:
|  | 2025 Volume | 2025 Fair Value | 2024 Volume | 2024 Fair Value
|  | (Local Currency) | (GBP) | (Local Currency) | (GBP)
| Foreign currency cash flow hedging instruments |  |  |  |
| Euros (EUR) | 19,500,000 | 16,891,243 | 25,000,000 | 21,569,267
| US Dollars (USD) | 300,000 | 238,725 | 500,000 | 385,076
|  | 19,800,000 | 17,129,968 | 25,500,000 | 21,954,343
| The following table summarises the expected timing and amounts of the forecast future cash flows, which will be recognised in the Profit and Loss Account in the same period in which the cash flows occur:
|  |  |  |  | Total
|  |  |  |  | £
| Determination Period |
| January - March 2026 | 2,639,328
| April - June 2026 | 7,388,328
| July - September 2026 | 7,102,312
| October - December 2026 | -
|  | 17,129,968
| During the year, the Group recognised net gains of £801,596 (2024 - losses of £392,310) on forward currency cash flow hedging instruments, all of which were found to be effective and were recognised through other comprehensive income into the cash flow hedging reserve.
Page 43