Africa Travel Investments Limited - Limited company accounts 25.1

Page

Company Information

Strategic Report

Report of the Directors

Report of the Independent Auditors

Statement of Profit or Loss

Statement of Profit or Loss and Other Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

DIRECTORS:

Mr J H Ferreira

Mr M J Froggatt

Mr E J Kump

Mr T. Moledina

Ms G L Sangudi

Mr D P Scowsill

Mr Z A Moledina

Mr S K Arnold

SECRETARY:

Mr D Gudka

REGISTERED OFFICE:

98 Bessborough Road

Harrow

Middlesex

HA1 3DH

REGISTERED NUMBER:

16203937 (England and Wales)

AUDITORS:

PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

The Directors present their strategic report and audited financial statements for Africa Travel Investments Limited ("Company") from incorporation date on 23 January 2025 to 31 October 2025.

CORPORATE STRUCTURE AND FUNDING

During the financial period, a consortium comprising Alterra Africa Accelerator Fund L.P ("Alterra") and other partners established Africa Adventures Topco Limited (incorporated in Mauritius) as an intermediary holding company, which ultimately holds Africa Travel Investments Limited as its 80% subsidiary.

On 30th May 2025, the Company acquired 100% of the issued share capital of ARP Africa Travel Limited and a 25% direct shareholding in Ranger Safaris Limited ("Ranger") (incorporated in Tanzania) and Pollman's Tours and Safaris Limited ("Pollman's") (incorporated in Kenya). The remaining 75% shareholdings in Ranger and Pollman's were acquired indirectly through the acquisition of the entire share capital of Travel Union Inc. (incorporated in Mauritius).

The acquisitions were financed through a combination of:

1. issue of new shares totalling $52.4 million; and

2. bank loans totalling $42.0 million.

REVIEW OF BUSINESS

The Company is an investment holding company and does not carry on trading activities.

The Directors monitor the performance and financial position of the Company using a limited number of key performance indicators (KPIs) that are relevant to its role as a holding company. These include:

2025

Profit/(loss) after tax

(2,186,726

)

Investments in subsidiaries

108,686,017

Cash and bank

1,153,471

Total assets

110,441,098

Net assets

50,286,317

In addition, the Directors monitor the performance of subsidiary undertakings through regular review of Group's financial information, budgets and forecasts, as the Company’s results and future prospects are principally dependent on the financial performance and cash-generating ability of its subsidiaries.

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors have assessed the principal risks and uncertainties that could materially affect the Company’s business model, strategy, performance and future prospects.

As a non-trading holding company, the Company’s activities are limited to the holding of investments in subsidiary undertakings and the management of Group financing. Accordingly, its principal risks are closely aligned to the performance, cash generation and financial position of the wider Group.

Dependence on Subsidiary Performance

The Company’s principal assets comprise its investments in subsidiary undertakings. The ability of the Company to generate returns, service its obligations and maintain the carrying value of those investments is dependent on the financial performance and cash-generating capacity of those subsidiaries. A sustained deterioration in subsidiary performance could impact dividend capacity, recoverability of amounts owed from these subsidiaries and the valuation of these investments.

The Directors mitigate this risk through regular review of subsidiary financial performance, budgets and forecasts, and by assessing investments for indicators of impairment at each reporting date.

Liquidity and Funding Risk

The Company relies on dividends and intra-group funding to meet its day-to-day obligations as they fall due. Adverse trading conditions within the Group, restrictions on distributions or reduced access to funding could impact liquidity.

This risk is mitigated by the Company’s integration within a wider Group structure, enabling flexibility over the timing and amount of intra-group cash flows. The Directors maintain oversight of Group cash flow forecasts and funding arrangements to ensure the Company can meet its obligations over the foreseeable future.

Interest Rate Risk

The Company is exposed to interest rate risk arising from Group and external borrowings, which bear interest at variable rates. Significant increases in market interest rates would adversely affect finance costs and cash flow requirements at a Group level, with potential implications for funds available to the Company.

Interest rate sensitivity is considered as part of the Group’s budgeting and forecasting processes, and borrowings are monitored to ensure continued affordability under a range of scenarios.

Foreign Exchange Risk

The Company’s functional and presentation currency is USD, while certain subsidiaries operate in jurisdictions with different local currencies. Significant movements in foreign exchange rates would affect the translated value of investments, reported results and cash flows received from subsidiaries.

Foreign exchange exposure is monitored at a Group level and considered when assessing investment performance and funding requirements.

Credit Risk

The Company’s credit risk primarily relates to amounts receivable from Group undertakings. The Directors consider this risk to be low, given the close integration of the Company within the Group and ongoing oversight of the Group’s overall financial position.

SECTION 172(1) STATEMENT AND STREAMLINED ENERGY AND CARBON REPORTING DISCLOSURES

The company is exempt from preparing a separate Section 172(1) statement and Streamlined Energy and Carbon Reporting disclosures as these matters are included within the strategic report of its parent undertakings, Africa Adventures Bidco Limited and Africa Adventures Investco Limited. The consolidated financial statements of the parent undertakings are filed with UK Companies House and are publicly available.

FUTURE DEVELOPMENTS

The Company is an investment holding company, and its future prospects are dependent on the performance, cash-generating ability and long-term development of the Group’s operating subsidiaries.

At group level, the Directors expect continued focus on the expansion and development of destination management services across East Africa, primarily through established operating subsidiaries, including Pollman’s Tours and Safaris Limited in Kenya and Ranger Safaris Limited in Tanzania. These initiatives are intended to support the diversification and resilience of the Group’s revenue streams over time.

The Group continues to invest in systems, technology and operational processes to enhance efficiency, controls and customer experience, with the objective of supporting scalable and sustainable growth within its core markets.

Sustainability, responsible tourism practices and local employment remain central to the Group’s operating strategy, with a predominantly East African workforce supporting long-term operational stability and stakeholder engagement.

The Group is supported by its strategic partnership with Alterra, which provides ongoing strategic and operational insight at a Group level and supports the execution of the Group’s long-term development objectives.

The Directors believe that these factors support the long-term value and recoverability of the Company’s investments in its subsidiary undertakings.

ON BEHALF OF THE BOARD:

Mr J H Ferreira - Director

28th May 2026

The directors present their report with the financial statements of the company for the period 23rd January 2025 to 31st October 2025.

INCORPORATION

The company was incorporated on 23rd January 2025 .

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of investment holding company.

DIVIDENDS

No dividends will be distributed for the period ended 31st October 2025.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 23rd January 2025 to the date of this report are as follows:

Mr J H Ferreira - appointed 5th August 2025

Mr M J Froggatt - appointed 12th August 2025

Mr E J Kump - appointed 5th August 2025

Mr T. Moledina - appointed 5th August 2025

Ms G L Sangudi - appointed 5th August 2025

Mr D P Scowsill - appointed 1st July 2025

Mr Z A Moledina - appointed 5th August 2025

Ms F J M Scheepers - appointed 23rd January 2025 - resigned 5th August 2025

Mr S K Arnold was appointed as a director after 31st October 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the 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 UK-adopted international accounting standards. 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state that the financial statements comply with IFRS;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

PSJ Alexander & Co continue to act as statutory auditors of the Company in accordance with the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr J H Ferreira - Director

28th May 2026

Opinion

We have audited the financial statements of Africa Travel Investments Limited (the 'company') for the period ended 31st October 2025 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st October 2025 and of its loss for the period then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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 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 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

we reviewed the financial statement disclosures and tested supporting documentation to assess compliance with provisions of relevant laws

and regulations that have a direct effect on the financial statements;

we enquired with the management team concerning actual and potential litigation and claims;

we performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement

due to fraud;

we read minutes of meetings of those charged with governance;

we obtained an understanding of any provisions and held discussions with management to understand the basis of recognition or

non-recognition of tax provisions/assets; and

we addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and other

adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the

business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Manesh Shah (Senior Statutory Auditor)

for and on behalf of PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

28th May 2026

CONTINUING OPERATIONS

Revenue

Administrative expenses

(160,476

)

OPERATING LOSS

(160,476

)

Finance costs

(2,026,250

)

LOSS BEFORE INCOME TAX

(2,186,726

)

Income tax

LOSS FOR THE PERIOD

(2,186,726

)

LOSS FOR THE PERIOD

(2,186,726

)

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE LOSS FOR THE

PERIOD

(2,186,726

)

ASSETS

NON-CURRENT ASSETS

Investments

108,686,017

CURRENT ASSETS

Trade and other receivables

601,610

Cash and cash equivalents

1,153,471

1,755,081

TOTAL ASSETS

110,441,098

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

1,337

Share premium

52,471,706

Retained earnings

(2,186,726

)

TOTAL EQUITY

50,286,317

LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings

Interest bearing loans and borrowings

40,482,604

CURRENT LIABILITIES

Trade and other payables

15,295,833

Financial liabilities - borrowings

Interest bearing loans and borrowings

4,376,344

19,672,177

TOTAL LIABILITIES

60,154,781

TOTAL EQUITY AND LIABILITIES

110,441,098

The financial statements were approved by the Board of Directors and authorised for issue on 28th May 2026 and were signed on its behalf by:

Mr J H Ferreira - Director

Called up

Retained

Total

capital

earnings

premium

equity

Changes in equity

Issue of share capital

1,337

52,471,706

52,473,043

Total comprehensive loss

(2,186,726

)

(2,186,726

)

Balance at 31st October 2025

1,337

(2,186,726

)

52,471,706

50,286,317

Cash flows from operating activities

Cash generated from operations

(557,281

)

Net cash from operating activities

(557,281

)

Cash flows from investing activities

Acquisition of investments in subsidiary

(93,594,989

)

Net cash from investing activities

(93,594,989

)

Cash flows from financing activities

Proceeds from bank borrowings

42,000,000

Loan arrangement fees paid

(1,363,398

)

Proceeds from related party borrowings

3,240,000

Issue of ordinary shares

52,473,043

Interest paid

(1,043,904

)

Net cash from financing activities

95,305,741

Increase in cash and cash equivalents

1,153,471

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

1,153,471

1.	STATUTORY INFORMATION

Africa Travel Investments Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 16203937 and its registered office address is 98 Bessborough Road, Harrow HA1 3DH, Middlesex. Its principal activity in the period under review was that of investment holding company.

2.	ACCOUNTING POLICIES

Basis of preparation

The Company's financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs).

Going Concern

The Company is a holding company whose principal assets comprise investments in subsidiary undertakings. Its ongoing obligations primarily relate to administrative expenses, interest on group and external borrowings and settlement of liabilities as they fall due.

In assessing the appropriateness of the going concern basis, the Directors have considered the Company’s cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. This assessment takes into account expected dividend receipts from subsidiary undertakings, the availability of intra-group funding, and the ability of the Group to upstream cash to the Company, over which management has control.

The Directors have also considered the delayed delivery of consolidated financial statements by the immediate parent undertaking to the Company's lenders, which constituted a technical breach of reporting obligations under the financing arrangements after the balance sheet date. The Directors of the Company are in ongoing dialogue with the lenders in relation to this matter and have concluded that this delay does not give rise to a material uncertainty related to the Company’s ability to continue as a going concern.

The Directors have considered the Group’s overall financial position, forecasts and available funding arrangements. Based on this assessment, the Directors are satisfied that the Company will have sufficient liquidity to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements.

Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Africa Travel Investments Limited as an individual company and do not include consolidated financial information as the parent of a group. The Company is exempt under Section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of the parent undertakings, Africa Adventures Bidco Limited and Africa Adventures Investco Limited, whose registered address is 98 Bessborough Road, Harrow HA1 3DH, United Kingdom.

Critical accounting judgements and key sources of estimation uncertainty

In preparing the financial statements in accordance with IFRS, the Directors are required to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual outcomes may differ from these estimates.

The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are described below.

- Impairment of investments in subsidiaries (judgement and estimate)

No impairment loss was recognised during the period. This assessment requires judgement, including consideration of the financial performance, cash-generating ability and net asset positions of the subsidiary undertakings. Where indicators of impairment exist, the recoverable amount of the investment is estimated based on the higher of value in use and fair value less costs of disposal, which involves the use of assumptions relating to future cash flows and discount rates. The Company's principal assets comprise investments in subsidiary undertakings carried at cost less accumulated impairment losses. At each reporting date, the Directors assess whether there are indicators that an investment may be impaired.

Application of new and revised accounting standards

i. Relevant new standards and amendments effective for the year ended 31 October 2025

Several new and revised standards and interpretations became effective during the year. The Directors have evaluated their impact and concluded that none had a material impact on the Company's financial statements.

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants are effective for annual periods beginning on or after 1 January 2024. These amendments clarify that liability classification is based on rights existing at the reporting date, is unaffected by management's expectations about exercising deferral rights, and define 'settlement' for clarity. The amendments only affect presentation and did not have a material impact.

Amendments to IFRS 16 on lease liabilities in sale and leaseback transactions are effective for annual periods beginning on or after 1 January 2024. The amendments specify how to measure lease liabilities in sale and leaseback arrangements and ensure no gain or loss is recognised relating to the right-of-use asset retained. The amendments did not have a material impact.

Amendments to IAS 7 and IFRS 7 on supplier finance arrangements are effective for annual periods beginning on or after 1 January 2024. The amendments introduce additional disclosure requirements regarding supplier finance arrangements and related liquidity risk. These did not have a material impact.

Amendments to IAS 12 relating to the OECD Pillar Two Model Rules (International Tax Reform) are effective for annual periods beginning on or after 1 January 2023. They clarify recognition and disclosure of current and deferred tax arising from Pillar Two legislation. The amendments did not have a material impact.

ii. Standards and amendments issued but not yet effective

At the date of authorisation of these financial statements, the Company have not yet applied the following new or amended IFRS standards:

Standard / Amendment

Effective for annual periods beginning on
or after

Amendments to IAS 21 - Lack of Exchangeability

1 January 2025

Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial
Instruments

1 January 2026

Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent
Electricity

1 January 2026

IFRS 18 - Presentation and Disclosure in Financial Statements

1 January 2027

IFRS 19 - Subsidiaries without Public Accountability: Disclosures

1 January 2027

Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture

To be determined

Annual Improvements to IFRS Accounting Standards - Volume 11

1 January 2026

iii. Impact of selected future standards and amendments

Amendments to IAS 21 on lack of exchangeability affect transactions or operations in a foreign currency that cannot be exchanged at the measurement date. The Directors do not expect a material impact.

Amendments to IFRS 9 and IFRS 7 on classification and measurement of financial instruments clarify derecognition, treatment of ESG-linked features, and related disclosures. These amendments are applied retrospectively with an adjustment to opening retained earnings. The Directors do not expect a material impact.

Amendments to IFRS 9 and IFRS 7 on contracts referencing nature-dependent electricity clarify 'own use' requirements, permit hedge accounting, and introduce additional disclosures. The Directors do not expect a material impact.

IFRS 18 - Presentation and Disclosure in Financial Statements introduces new categories and subtotals in the statement of profit or loss and requires disclosure of management-defined performance measures. The Directors do not expect a material impact.

IFRS 19 - Subsidiaries without Public Accountability: Disclosures allows eligible subsidiaries without public accountability to apply reduced disclosure requirements while complying with other IFRS recognition, measurement, and presentation requirements. The Directors do not expect a material impact.

Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture clarify gain or loss recognition on transactions between an investor and its associate or joint venture. The effective date is not yet determined. Early application is permitted. The Directors do not expect a material impact.

Annual Improvements to IFRS Accounting Standards Volume 11 include amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7. The amendments are effective for annual periods beginning on or after 1 January 2026, with early application permitted. The Directors do not expect a material impact.

iv. Early adoption of standards

The Company did not early-adopt any new or amended standards in 2025.

Finance income

Interest income is recognised in the Statement of Profit or Loss and Other Comprehensive Income using the effective interest method.

Dividend income from subsidiaries

Dividend income from investments in subsidiary undertakings is recognised in the Statement of Profit or Loss and Other Comprehensive Income when the Company’s right to receive payment is established.

Finance expenses

Finance expenses comprise interest payable on borrowings and other financing arrangements.

Interest expense is recognised in the Statement of Profit or Loss and Other Comprehensive Income using the effective interest method.

Other finance costs are recognised as an expense in the period in which they are incurred.

Fixed Asset Investments - Investments in Subsidiaries

Investments in subsidiaries are stated at cost less accumulated impairment losses, in accordance with IAS 27 Separate Financial Statements.

Cost includes the consideration transferred on acquisition and any subsequent capital contributions made to subsidiary undertakings.

At each reporting date, the Company assesses whether there is any indication that an investment in a subsidiary may be impaired.

Where indicators exist, the Company estimates the recoverable amount of the investment. The recoverable amount is the higher of value in use and fair value less costs of disposal.

An impairment loss is recognised where the carrying amount of the investment exceeds its recoverable amount and is recorded in the Statement of Profit or Loss and Other Comprehensive Income. Impairment losses are not reversed unless there has been a change in the estimates used to determine the recoverable amount.

Financial assets and financial liabilities

Financial assets and financial liabilities comprise all assets and liabilities reflected in the statement of financial position, excluding property, plant and equipment, intangible assets, taxation, current and deferred tax assets and liabilities, prepayments and employee benefit plans.

The classification and measurement of financial assets are determined based on the business model used to manage financial assets, the contractual cash flows and their objective.

At initial recognition, financial assets are classified into three categories:

Financial assets at amortised cost (AC)

Financial assets at fair value through Other Comprehensive Income (FVOCI)

Financial assets at fair value through profit and loss (FVPL).

Financial assets are recognised when the Company has a legal right or undertakes a contractual obligation to acquire the asset. At initial recognition, they are classified at amortised cost or fair value depending on the business model and the contractual cash flows. Financial assets are classified as amortised cost when the objective of the business model is to hold the asset to collect contractual cash flows and when the contractual terms give rise only to payments of principal and interest on the nominal amount outstanding.

For financial assets measured at amortised cost, a loss allowance for expected credit losses (ECL) is recognised in accordance with IFRS 9. Under the simplified approach, the Company estimates expected credit losses for trade and lease receivables using a provision matrix based on historical data and forward-looking information. Under the general approach, expected credit losses are measured either over the lifetime of the financial asset or based on 12-month expected losses. A loss allowance for lifetime ECL is recognised if the credit risk of the asset has increased since initial recognition; otherwise, expected credit losses are measured over 12 months.

Impairment losses and reversals are recognised in the Statement of Profit or Loss and Other Comprehensive Income under "Impairment of financial assets".

All other financial assets not measured at amortised cost or at FVOCI are measured at fair value through profit or loss (FVPL). Accordingly, debt instruments previously classified as available-for-sale under IAS 39 are now measured at FVPL under IFRS 9.

Financial assets are derecognised when the rights to receive cash flows expire or are transferred and substantially all the risks and rewards of ownership are transferred. For transfers of financial assets, derecognition is assessed in accordance with IFRS 9.

Financial liabilities are recognised in the Statement of Financial Position when the Company has a present obligation to transfer cash or other financial assets to another party. Financial liabilities are initially recognised at fair value, adjusted for transaction costs, if any. Subsequent measurement is at amortised cost using the effective interest method. Financial liabilities are derecognised when the contractual obligations are discharged, cancelled, or expire.

Cash and cash equivalents

Cash comprises deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less from the date of acquisition. They are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Taxation

The tax liability for the financial year comprises current and deferred tax and is recognised in the Statement of Profit or Loss and Other Comprehensive Income. Current tax is the expected corporation tax payable (or recoverable) for the current financial year using the average tax rate for the financial year.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates that have been enacted or substantively enacted at the Statement of Financial Position date and are expected to apply when the related deferred tax is realised or the deferred liability is settled.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be used.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Current and deferred tax are recognised in the Statement of Profit or Loss and Other Comprehensive Income, except when they relate to items that are recognised in Other Comprehensive Income or directly in equity, in which case, the current and deferred tax are also recognised in Other Comprehensive Income or directly in equity respectively.

Foreign currencies

- Functional and presentation currency

The functional currency of the Company is the US Dollar (USD), being the currency of the primary economic environment in which the Company operates. This determination reflects that the Company's revenues, costs and financing activities are predominantly denominated in USD, and that USD is the currency which primarily influences the underlying cash flows of the business. The Company's presentation currency is also USD.

- Foreign currency transactions

Transactions denominated in foreign currencies are translated into USD at the exchange rates prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates prevailing at the reporting date. Exchange differences arising on translation are recognised in profit or loss within administrative expenses or finance income/costs as appropriate.

Share capital and other equity items are translated at the exchange rates prevailing on the dates of the related transactions.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31st October 2025.

The average number of employees during the period was NIL.

Directors' remuneration

Directors’ services and administrative support are provided to the Company by its wholly owned subsidiary, ARP Africa Travel Limited.

4.	NET FINANCE COSTS

Finance costs:

Bank loan interest

1,996,247

Other loan interest

30,003

2,026,250

5.	LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:

Auditors remuneration

16,996

Foreign exchange differences

15,728

6.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the period.

Factors affecting the tax expense

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Loss before income tax

(2,186,726

)

Loss multiplied by the standard rate of corporation tax in the UK of 25%

(546,682

)

Effects of:

Expenses not deductible for tax purposes

185,620

Losses surrendered as group relief

361,062

Tax expense

Deferred taxation

Deferred tax assets have not been recognised in respect of current period tax losses as these losses have been surrendered to another group entity under group relief arrangements and are therefore not available for utilisation by the Company. In addition, a portion of the losses arises from disallowed interest under the Corporate Interest Restriction rules. Whilst such amounts may be carried forward and utilised in future periods, no deferred tax asset has been recognised as it is not considered probable that sufficient future taxable profits will be available to utilise these amounts.

7.	INVESTMENTS

Shares in

group

undertakings

COST

Additions

108,686,017

At 31st October 2025

108,686,017

NET BOOK VALUE

At 31st October 2025

108,686,017

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

ARP Africa Travel Limited

Registered office: 98 Bessborough Road, Harrow, Middlesex, HA1 3DH, United Kingdom

Nature of business: Tour operations

Class of shares:

holding

Ordinary

100.00

Ranger Safaris Limited (see below)

Registered office: P.O Box 9, Arusha,Tanzania

Nature of business: Tour operations

Class of shares:

holding

Ordinary

100.00

Pollman's Tours and Safaris Limited (see below)

Registered office: 1st Floor, Pereira Building, Plot No. MSA/Block/XIX/75, Pramukh Swami Maharaj Road, P.O.Box 84198-80100, Mombasa, Kenya

Nature of business: Tour operations

Class of shares:

holding

Ordinary

100.00

Travel Union Inc

Registered office: C/o IQ EQ Corporate Services (Mauritius) Ltd, 33 Edith Cavell Street, Port Louis 11324, Republic of Mauritius

Nature of business: Investment holdings company

Class of shares:

holding

Ordinary

100.00

On 30th May 2025, the Company acquired 100% of the issued share capital of ARP Africa Travel Limited and 25% direct shareholding in Ranger Safaris Limited ("Ranger") (incorporated in Tanzania) and Pollman's Tours and Safaris Limited ("Pollman's") (incorporated in Kenya). The remaining 75% shareholdings in Ranger and Pollman's were acquired indirectly through the acquisition of 100% of the share capital of Travel Union Inc. (incorporated in Mauritius).

8.	TRADE AND OTHER RECEIVABLES

Current:

Amounts owed by group undertakings

99,043

Other debtors

485,441

Prepayments

17,126

601,610

9.	CASH AND CASH EQUIVALENTS

Bank accounts

1,153,471

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

1,000

Ordinary

£1

1,337

11.

RESERVES

Retained

earnings

premium

Totals

Deficit for the period

(2,186,726

)

(2,186,726

)

Cash share issue

52,471,706

At 31st October 2025

(2,186,726

)

52,471,706

50,284,980

12.	TRADE AND OTHER PAYABLES

Current:

Trade creditors

63,325

Amounts owed to group undertakings

121,043

Deferred consideration on

acquisition

14,755,755

Accrued expenses

355,710

15,295,833

Deferred consideration represents contingent consideration arising on the acquisition of subsidiaries and is measured at fair value. The amounts are based on the achieved earnings before interest, taxes depreciation and amortisation (EBITDA) for the full year ended 31 October 2025, in accordance with the terms of the share purchase agreement.

13.

FINANCIAL LIABILITIES - BORROWINGS

Current:

Bank loans

1,106,341

Group loans - less than 1 year

3,270,003

4,376,344

Non-current:

Bank loans

40,482,604

Terms and debt repayment schedule

1 year or

less

1-2 years

2-5 years

Totals

Bank loans

1,106,341

4,265,020

36,217,584

41,588,945

Group loans - less than 1 year

3,270,003

4,376,344

4,265,020

36,217,584

44,858,948

- Intragroup loans

During the period, the Company received unsecured loans of $3.24 million from its wholly owned subsidiary. The loans carry the same interest rate as charged on the bank loans.

The loans are repayable on demand and are classified as current liabilities. The intragroup loans are measured at amortised cost under IFRS 9 Financial Instruments, with interest expense recognised using the effective interest method.

- Bank Loans and Borrowings

On 16 May 2025, the Company entered into a senior facilities agreement with a lender providing two term loan facilities (Facility A and Facility B) and permitting the establishment of additional facilities under an Accordion Facility.

Facility A is a term loan facility of $12.0 million, which was fully drawn during the period. The facility amortises through scheduled six-monthly repayments commencing on 30 April 2026, with the final repayment due by 30 May 2030.

Facility B is a term loan facility of $30.0 million, which was fully drawn during the period. The facility is repayable in full on 30 May 2030.

The Accordion Facility permits the Company to establish one or more additional facilities, subject to lender's consent and compliance with leverage and other conditions. No amounts were drawn under the Accordion Facility during the reporting period.

Interest:

The bank loans bear interest at variable rates determined by reference to: term SOFR for USD-denominated loans, or SONIA for GBP-denominated loans, plus an applicable margin.

The margin is subject to a leverage-based ratchet and ranged up to a default margin of 5.5% during the period.

Measurement:

All bank loans are measured at amortised cost. Debt arrangement fees of $1,363,398 were incurred in connection with the facilities and are deducted from the carrying amount of the borrowings and amortised over the expected life of the facilities using the effective interest method.

Security:

The facilities are secured by fixed and floating charges over the assets of the Company and certain other group undertakings, in accordance with the transaction security documents. Security arrangements were formalised after the balance sheet date for certain subsidiaries of the Group.

Classification:

Borrowings are classified between current and non-current liabilities based on the contractual repayment profile as at the reporting date.

14.	ULTIMATE PARENT COMPANY

In the opinion of the Directors, the ultimate parent undertaking of the Company is Africa Adventures Topco Limited, incorporated in Mauritius. Africa Adventures Topco Limited does not prepare consolidated financial statements.

The smallest group undertaking for which consolidated financial statements are prepared, and of which the Company is a member, is Africa Adventures Bidco Limited, incorporated in England and Wales with its registered office at 98 Bessborough Road, Harrow, Middlesex, United Kingdom, HA13DH. The consolidated financial statements of Africa Adventures Bidco Limited are filed with UK Companies House and are publicly available.

The largest group undertaking for which consolidated financial statements are prepared, and of which the Company is a member, is Africa Adventures Holdco Limited, incorporated in Mauritius, whose consolidated financial statements are not publicly available.

15.	RELATED PARTY DISCLOSURES

During the period, the Company entered into the following transactions with other group undertakings:

2025

Payments made on behalf of other group undertakings

99,043

Amounts due from group undertakings at balance sheet date

99,043

Payments made by other group undertakings on behalf of the Company

121,043

Amounts owed to group undertakings at balance sheet date

121,043

Loans received from subsidiary undertaking

3,240,000

Interest payable to subsidiary undertaking

30,003

Loan amounts owed to subsidiary undertaking at balance sheet date

3,270,003

The Company received various banking facilities, secured by fixed and floating charges over the assets of certain other group

undertakings. Security arrangements were formalised after the balance sheet date for certain subsidiaries of the Group.

16.	EVENTS AFTER THE REPORTING PERIOD

Subsequent to the reporting date and prior to the approval of these financial statements, the Company received additional loans totalling $2.81 million from its wholly-owned subsidiary, ARP Africa Travel Limited. The new loans form part of the ongoing funding arrangements and are on the same terms as the existing loan agreements.

Subsequent to the reporting date, Africa Adventures Bidco Limited ("Bidco"), the immediate parent undertaking, failed to deliver its consolidated financial statements to the lenders by the contractual deadline of 30 April 2026, as required under the terms of the Company's bank loan facilities. At the date of approval of these financial statements, formal confirmation had not been received from the lenders that an extension to the reporting deadline has been granted. The directors are in ongoing dialogue with the banks and do not expect the delayed submission by Bidco to result in any enforcement action under the loan facilities or a call on the guarantees provided by the Company and other Group undertakings. Accordingly, this is considered a non-adjusting event after the reporting date, and no adjustment has been made to these financial statements.

17.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Loss before income tax

(2,186,726

)

Finance costs

2,026,250

(160,476

)

Increase in trade and other receivables

(601,610

)

Increase in trade and other payables

204,805

Cash generated from operations

(557,281

)

18.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31st October 2025

31/10/25

23/1/25

Cash and cash equivalents

1,153,471

19.	FINANCIAL INSTRUMENTS: FAIR VALUES AND RISK MANAGEMENT

The Company is exposed through its operations to the following financial risks arising from its use of financial instruments:

- Interest rate risk

- Liquidity and funding risk

- Reliance on subsidiary performance

- Foreign exchange risk

- Credit risk

This note describes the Company's objectives, policies and processes for managing these risks and the methods used to measure them.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

Financial assets:

- Trade and other receivables

- Cash and cash equivalents

Financial liabilities:

- Trade and other payables

- Other interest bearing loans and borrowings

- Deferred consideration

A. Accounting classifications and fair values

The following table shows the carrying amounts of the Company's financial assets and financial liabilities by measurement category as at 31 October 2025. Fair value information is not provided where the carrying amount is a reasonable approximation of fair value.

Note

Amortised Cost

Total

Financial assets measured at amortised cost

Trade and other receivables

584,484

Cash and cash equivalents

1,153,471

1,737,955

Financial liabilities measured at fair value

Deferred consideration

14,755,755

Financial liabilities measured at amortised cost

Secured bank loans

41,588,945

Unsecured group loans

3,270,003

Trade and other payables

540,078

45,399,026

Financial instruments measured at fair value

Deferred consideration represents contingent consideration arising on business acquisition and is measured at fair value. The fair value is categorised within Level 3 of the IFRS 13 fair value hierarchy, as the measurement is derived from entity specific contractual arrangements set out in the share purchase agreement and, whilst based on achieved earnings before interest, taxes depreciation and amortisation (EBITDA) for the full year ended 31 October 2025, is not observable to market participants.

Financial instruments not measured at fair value

Financial instruments measured at amortised costs include cash and cash equivalents, trade and other receivables, trade and other payables, and other interest bearing loans and borrowings. Due to their short term nature, the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates to their fair value.

FINANCIAL INSTRUMENTS: FAIR VALUES AND RISK MANAGEMENT - continued

B. Financial risk management objectives

The Board at Group level has overall responsibility for the determination of the Company's risk management objectives and policies. The day-to-day management of financial risks is delegated to management, who monitors exposures in line with approved policies.

The objective is to manage financial risk exposures so as to protect the Company's financial position while maintaining sufficient operational and financial flexibility.

The Directors consider that the principal risks and uncertainties facing the Company during the period, and for the foreseeable future, are set out below.

As a holding company, the Company does not have trading operations and its risks primarily relate to its financing structure, investment holdings and reliance on group cash flows.

Interest Rate Risk

The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. Interest rate exposure arises primarily in relation to bank borrowings that bear interest at variable rates referenced to market benchmarks.

The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings and by monitoring interest rate exposures on an ongoing basis.

Liquidity and Funding Risk

The Company manages liquidity risk by maintaining adequate cash reserves and ensuring access to committed financing facilities.

The following tables detail the Company's contractual maturities for its non-derivative financial liabilities and have been drawn up based on the undiscounted contractual cash flows of financial liabilities, including interest where applicable. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

Carrying

Amount

Total

Within 1 year

1 - 2 year

2 - 5 years

Secured bank loans

41,588,945

42,000,000

1,750,000

2,500,000

37,750,000

Unsecured group loan

3,270,003

Trade and other payables

540,078

Deferred consideration

14,755,755

60,154,781

60,565,836

20,315,836

2,500,000

37,750,000

The following table summarises the Company's contractual maturities for its financial assets, prepared on an undiscounted basis.

Carrying

Amount

Total

Within 1 year

1 - 2 year

2 - 5 years

Trade and other receivables

584,484

Reliance on Subsidiary Performance

The Company’s principal assets comprise its investments in subsidiary undertakings. The recoverability of these investments and the Company’s future cash inflows are dependent on the financial performance and cash-generating ability of those subsidiaries.

The Directors monitor subsidiary performance through regular financial reporting and review of budgets and forecasts. Investment carrying values are reviewed for indicators of impairment at each reporting date.

FINANCIAL INSTRUMENTS: FAIR VALUES AND RISK MANAGEMENT - continued

Foreign Exchange Risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company manages foreign currency exposures primarily through natural offsets and netting of intercompany balances and transactions, where possible..

The Directors monitor foreign exchange exposure at a Group level and consider this when assessing funding requirements and investment performance.

Credit Risk

The Company’s credit risk primarily relates to amounts receivable from group undertakings. The Directors consider this risk to be low, as the Company transacts predominantly with related entities within the Group and maintains oversight of the Group’s overall financial position.