ACCOUNTS - Final Accounts

Creditors: Amounts falling due after more than one year

As restated

Registered number: 03442977

STG TRAVEL GROUP LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 OCTOBER 2025

STG TRAVEL GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STG TRAVEL GROUP LIMITED

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Opinion

We have audited the financial statements of STG Travel Group Limited (the 'Company') for the year ended 31 October 2025, which comprise the Statement of Financial Position, the 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 Company's affairs as at 31 October 2025 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

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STG TRAVEL GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STG TRAVEL GROUP LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Director's Report has 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 Director's Report.

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

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

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

∙certain disclosures of director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 1, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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STG TRAVEL GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STG TRAVEL GROUP LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

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 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 judgement 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;

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STG TRAVEL GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STG TRAVEL GROUP LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Auditors' responsibilities for the audit of the financial statements (continued)

- We review the Company's relationships with related parties and other group companies, identifying and disclosing transactions during the year and balances at year-end with such parties;

- We conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. if we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the entity to cease to continue as a going concern.

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.

Ms N A Spoor FCA FCCA (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

27 February 2026

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STG TRAVEL GROUP LIMITED

REGISTERED NUMBER: 03442977

STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2025

		As restated
	2025	2024
Note	£000	£000

Creditors: amounts falling due within one year	5	(332)		(332)
Net current liabilities			(332)		(332)
Total assets less current liabilities			(332)		(332)
Creditors: amounts falling due after more than one year	6		(6,452)		(5,935)
Net liabilities			(6,784)		(6,267)

Capital and reserves
Called up share capital	7,973	7,973
Profit and loss account	(14,757)	(14,240)
	(6,784)	(6,267)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 February 2026.

................................................

N Goodwin

Director

The notes on pages 7 to 9 form part of these financial statements.

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STG TRAVEL GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 OCTOBER 2025

	Called up share capital	Profit and loss account	Total equity
	£000	£000	£000
At 1 November 2023 (as restated)	7,973	(13,721)	(5,748)
Comprehensive income for the year
Loss for the year (as restated)	-	(519)	(519)
Total comprehensive income for the year	-	(519)	(519)

At 1 November 2024	7,973	(14,240)	(6,267)
Comprehensive income for the year
Loss for the year	-	(517)	(517)
Total comprehensive income for the year	-	(517)	(517)
At 31 October 2025	7,973	(14,757)	(6,784)

The notes on pages 7 to 9 form part of these financial statements.

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STG TRAVEL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

1.	General information

STG Travel Group Limited is a private company limited by shares and incorporated in England. Its registered office and principal place of business is 3rd Floor, 100-101 Queens Road, Brighton, BN1 3XF.

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 requirements and the Companies Act 2006 and the requirements of the Statement of Recommended Practice 'Accounting by Limited Liabilities Partnerships'. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Finance costs

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

2.3

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.

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STG TRAVEL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

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 Company's accounting policies

The director believes that there are no critical judgments involved in applying the Company's accounting policies that warrant disclosure.

b) Key accounting estimates and assumptions

The director believes that there are no key accounting estimates and assumptions involved in applying the Company's accounting policies that warrant disclosure.

c) Recoverability of intercompany balances

The director has considered the recoverability of the amounts owed by group undertakings as disclosed in note 5 of these financial statements. This consideration included looking at the financial plans and liquidity arrangements of the group. The director considers that the outstanding amount is recoverable.

Employees

The Company has no employees other than the director, who did not receive any remuneration (2024 - £NIL).

5.	Creditors: Amounts falling due within one year
		2025	2024
		£000	£000

	Amounts owed to group undertakings	332	332

	Related party loan	6,452	5,935

Included within related party loans above is a loan of £4,000k from the ultimate controlling party, Mr Bryan Frank Green. The loan carries a fixed interest rate of 4% above the Bank of England base rate, which is accrued and will be settled upon repayment of the loan. Of the loan, £4,770k has been subordinated to the Civil Aviation Authority ("CAA") and cannot be repaid without the CAA's prior written consent.

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STG TRAVEL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

7.	Prior year adjustment

The comparatives for the year ended 31 October 2024, along with the Company's reserves as at 1 November 2023, have been restated to correct the interest provided for on the related party loan described in note 6, which has been historically underaccrued. The effect of the restatement was to reduce opening reserves at 1 November 2023 by £5k and increase losses for the year ended 31 October 2024 by £149k.

8.	Controlling party

The Company's immediate holding company is Morel Investment Management Limited, a company registered in England and Wales. Copies of the financial statements of Morel Investment Management Limited can be obtained from 3rd Floor, 100-101 Queens Road, Brighton, BN1 3XF.

The Company's ultimate parent is Taumarunui Investment LLP, a limited liability partnership registered in England and Wales. Copies of the financial statements of Taumarunui Investments LLP can be obtained from Create Business Hub, Ground Floor, 5 Rayleigh Road, Hutton, Brentwood, Essex CM13 1AB.

The ultimate controlling party is Mr Bryan Frank Green, by virtue of his controlling interest in the ultimate parent undertaking, Taumarunui Investment LLP.

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