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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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LEGER SHEARINGS GROUP TOPCO LIMITED
COMPANY INFORMATION
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LEGER SHEARINGS GROUP TOPCO LIMITED
CONTENTS
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LEGER SHEARINGS GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their strategic report for the period ended 31 December 2025.
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 period 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 Group was successfully acquired by Leger Shearings Group Topco Limited on 24 October 2024, by the existing management team. The principal activity of the Group during the period 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 for the 12 months to 31 December 2025, a 21.29% increase compared to 2024. Consolidated turnover for the 2025 calendar 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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Business review (continued)
The key performance indicators used by the directors to monitor the progress of the Group are set out below:-
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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
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. 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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
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.
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.
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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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. 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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
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.
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 Company's principal activity was that of a holding company of a trading group. The Group's principal activity was that of specialist holiday tour operators.
The loss for the period, after taxation, amounted to £1,933,660.
No interim dividends were paid during the period ended 31 December 2025.
The directors do not recommend a final dividend for the period, making the total distribution of dividends for the period ended 31 December 2025 £Nil.
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LEGER SHEARINGS GROUP TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors who served during the period were:
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.
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.
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.
The Group's greenhouse gas emissions and energy consumption for the 17-month period to 31 December 2025 are 22,760 kg CO2e and 202,970 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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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.
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 period end.
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
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LEGER SHEARINGS GROUP TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP TOPCO LIMITED
We have audited the financial statements of Leger Shearings Group Topco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period 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 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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP TOPCO LIMITED (CONTINUED)
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.
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 period 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.
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.
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LEGER SHEARINGS GROUP TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP TOPCO LIMITED (CONTINUED)
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;
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LEGER SHEARINGS GROUP TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LEGER SHEARINGS GROUP TOPCO 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 period and balances at period-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.
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.
for and on behalf of
Chartered Accountants and Statutory Auditors
2nd Floor, Nucleus House
2 Lower Mortlake Road
TW9 2JA
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LEGER SHEARINGS GROUP TOPCO LIMITED
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
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LEGER SHEARINGS GROUP TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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LEGER SHEARINGS GROUP TOPCO LIMITED
REGISTERED NUMBER: 15872312
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2026.
The notes on pages 20 to 45 form part of these financial statements.
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LEGER SHEARINGS GROUP TOPCO LIMITED
REGISTERED NUMBER: 15872312
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 45 form part of these financial statements.
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