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Registered number: 13311529









OTG MIDCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
OTG MIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
C Cross 
P Rooney 
P Stott 




Registered number
13311529



Registered office
Delphian House
New Bailey Street

Salford

M3 5FS




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
OTG MIDCO LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 24


 
OTG MIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report for the year ended 31 December 2025.

Business review
 
The Company is an intermediate holding company for its subsidiary undertaking, the principal activities of which are that of a travel tour operating service with branches in the UK, Australia, New Zealand, Canada and South Africa.

The results of the Company are set out on page 9. They show a loss on ordinary activities before taxation of £224,765 (2024 - £500,841). Owing to the Company's activities as a holding company, the Company does not have any external trading activity and therefore considers there to be no other key performance indicators.

The directors consider the Company's performance to be satisfactory during the year.

Principal risks and uncertainties
 
Interest rate and cash flow risk
The Company has interest bearing liabilities comprising a third party loan, which attracts interest at a fixed rate. The Company addresses interest rate and cash flow risks via the ongoing support of its fellow group undertakings.

Financing risk
The Company is partly funded through a debt facility, which, in line with standard facilities of this nature have certain covenants attached. The Company manages this risk through regular analysis of the group's performance relative to covenants, as well as looking at both historic and forecast periods.

Following a renegotiation of loan covenants in May 2024, the Company has remained in compliance with all  covenants up to the date of approval of these financial statements.


This report was approved by the board on 29 June 2026 and signed on its behalf.



P Stott
Director

Page 1

 
OTG MIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the Company is that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £224,765 (2024 - loss £500,841).

No interim dividends were paid during the year ended 31 December 2025.

The directors do not recommend a final dividend for the year, making the total distribution of dividends for the year ended 31 December 2025 £Nil (2024 - £Nil).

Directors

The directors who served during the year were:

C Cross 
P Rooney 
P Stott 

Future developments

During 2026, the Company will continue to focus on servicing its debts and delivering value to its fellow group companies. 

Page 2

 
OTG MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Going concern

The Company's loan covenants were renegotiated in May 2024 in response to the adverse trading impact from conflicts in the Middle East. The Company has been in compliance with all new covenants up to the date of approval of these financial statements.

In September 2025, the directors refinanced the bullet payment that was due to be paid on the loan facility on 31 December 2025. The new loan was agreed with the existing loan provider, Thincats, and has a repayment period of two years to 31 December 2027, which will result in the full loan repayment at the end of the two year period. As part of the refinancing the interest rate has increased from 8.25% to 9.25%.

Sales volumes to the Middle East are recovering but continue to be below pre-conflict levels (pre-October 2023), however the expansion of our tour portfolio into new regions and further penetration into existing regions has fully mitigated the impact.

The directors of the Company's subsidiary expect to receive an offer from the CAA in respect of its ATOL renewal from 1 October 2026 for the following 12 months.

The cash flow forecasts compiled by the Board indicate that the Company's group has sufficient financial resources to continue in operation for the foreseeable future and, as a minimum, meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. The directors have also considered the relationship with bankers and the Group's position in respect of expected future compliance with financial covenants. This includes stress testing the forecasts to demonstrate that covenants will still be complied with where the required growth levels are substantially below the base case scenario and without requiring further mitigating actions.

At the time of approving the financial statements, the directors therefore have a reasonable expectation that the Company and its group have adequate resources to continue in operational existence for the foreseeable future, and consequently the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Matters covered in the Strategic Report

The directors have chosen, in line with the Companies Act 2006, to show the review of the business (including events since the date of the statement of financial position) and the principal risks and uncertainties in the Strategic Report to the financial statements.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

During 2026, the Company will continue to operate as outlined in the principal activity note above.

There have been no significant events affecting the Company since the year end.

Page 3

 
OTG MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

The auditorsWhite Hart Associates (London) Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 June 2026 and signed on its behalf.
 





P Stott
Director

Page 4

 
OTG MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OTG MIDCO LIMITED
 

Opinion


We have audited the financial statements of OTG Midco Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 December 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 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.


Page 5

 
OTG MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OTG MIDCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, 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 Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 6

 
OTG MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OTG MIDCO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 controls 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 Company'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;

- 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.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 7

 
OTG MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OTG MIDCO LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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

29 June 2026
Page 8

 
OTG MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
  
-
-

Cost of sales
  
-
-

Gross profit
  
-
-

Administrative expenses
  
(77,907)
(285,706)

Operating loss
  
(77,907)
(285,706)

Interest payable and similar expenses
 6 
(146,858)
(215,135)

Loss before tax
  
(224,765)
(500,841)

Loss for the financial year
  
(224,765)
(500,841)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(224,765)
(500,841)

The notes on pages 14 to 24 form part of these financial statements.

Page 9

 
OTG MIDCO LIMITED
REGISTERED NUMBER: 13311529

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 8 
1,293
1,293

  
1,293
1,293

Current assets
  

Debtors: amounts falling due within one year
 9 
1,751,240
1,718,141

  
1,751,240
1,718,141

Creditors: amounts falling due within one year
 10 
(2,986,190)
(3,447,145)

Net current liabilities
  
 
 
(1,234,950)
 
 
(1,729,004)

Total assets less current liabilities
  
(1,233,657)
(1,727,711)

Creditors: amounts falling due after more than one year
  
(718,819)
-

  

Net liabilities
  
(1,952,476)
(1,727,711)


Capital and reserves
  

Called up share capital 
 13 
1,293
1,293

Profit and loss account
 14 
(1,953,769)
(1,729,004)

Shareholders' funds
  
(1,952,476)
(1,727,711)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2026.




P Stott
Director

The notes on pages 14 to 24 form part of these financial statements.

Page 10

 
OTG MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
1,293
(1,228,163)
(1,226,870)


Comprehensive income for the year

Loss for the year
-
(500,841)
(500,841)



At 1 January 2025
1,293
(1,729,004)
(1,727,711)


Comprehensive income for the year

Loss for the year
-
(224,765)
(224,765)


At 31 December 2025
1,293
(1,953,769)
(1,952,476)


The notes on pages 14 to 24 form part of these financial statements.

Page 11

 
OTG MIDCO LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(224,765)
(500,841)

Adjustments for:

Interest paid
146,858
215,135

Decrease in debtors
1,885
17,063

Decrease in amounts owed by groups
865,245
1,607,655

Increase in creditors
35,000
-

Amortisation of loan financing costs
39,411
32,211

Net cash generated from operating activities

863,634
1,371,223



Cash flows from financing activities

Repayment of other loans
(677,365)
(1,123,877)

Interest paid
(146,858)
(215,135)

Amortisation of loan financing costs
(39,411)
(32,211)

Net cash used in financing activities
(863,634)
(1,371,223)

Net increase in cash and cash equivalents
-
-

Cash and cash equivalents at beginning of year
-
-

Cash and cash equivalents at the end of year
-
-


Cash and cash equivalents at the end of year comprise:

-
-


The notes on pages 14 to 24 form part of these financial statements.

Page 12

 
OTG MIDCO LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
Other non-cash changes
At 31 December 2025
£

£

£

£

Debt due after 1 year

-

-

(718,819)

(718,819)

Debt due within 1 year

(2,051,914)

677,365

718,819

(655,730)


(2,051,914)
677,365
-
(1,374,549)

The notes on pages 14 to 24 form part of these financial statements.

Page 13

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

As disclosed in the Directors' Report, the principal activity of the Company in the year under review was that of a holding company.

The Company is a private company limited by shares and is incorporated in England and Wales. The address of the Company's principal place of business, being the same as the registered office stated on the Company Information page, is:

Delphian House
New Bailey Street
Salford
M3 5FS

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The following principal accounting policies have been applied:

Page 14

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.2

Going concern

The Company's loan covenants were renegotiated in May 2024 in response to the adverse trading impact from conflicts in the Middle East. The Company has been in compliance with all new covenants up to the date of approval of these financial statements.

In September 2025, the directors refinanced the bullet payment that was due to be paid on the loan facility on 31 December 2025. The new loan was agreed with the existing loan provider, Thincats, and has a repayment period of two years to 31 December 2027, which will result in the full loan repayment at the end of the two year period. As part of the refinancing the interest rate has increased from 8.25% to 9.25%.

Sales volumes to the Middle East are recovering but continue to be below pre-conflict levels (pre-October 2023), however the expansion of our tour portfolio into new regions and further penetration into existing regions has fully mitigated the impact.

The directors of the Company's subsidiary expect to receive an offer from the CAA in respect of its ATOL renewal from 1 October 2026 for the following 12 months.

The cash flow forecasts compiled by the Board indicate that the Company's group has sufficient financial resources to continue in operation for the foreseeable future and, as a minimum, meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. The directors have also considered the relationship with bankers and the Group's position in respect of expected future compliance with financial covenants. This includes stress testing the forecasts to demonstrate that covenants will still be complied with where the required growth levels are substantially below the base case scenario and without requiring further mitigating actions.

At the time of approving the financial statements, the directors therefore have a reasonable expectation that the Company and its group have adequate resources to continue in operational existence for the foreseeable future, and consequently the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

 
2.3

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.

 
2.4

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 15

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

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.

Page 16

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
 
Page 17

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.9
Financial instruments (continued)


Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Page 18

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.9
Financial instruments (continued)


Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

There were no estimates or assumptions that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Critical judgments in applying the Company’s accounting policies
The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recoverability of amounts owed by group undertakings
At each reporting date an assessment is made of the recoverability of group debtors. The amount of £1,717,884 owed to the Company at 31 December 2025 (2024 - £1,682,900) is considered recoverable on the basis of the forecasted future profitability of the subsidiary undertaking, Go Travelling Limited. Consequently no impairment provision has been recognised (2024 - no impairment).

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


4.


Auditors' remuneration

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the Parent Company.

Page 19

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Employees




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


6.


Interest payable and similar expenses

2025
2024
£
£


Loan interest payable
146,858
215,135


7.


Taxation


2025
2024
£
£



Current tax on profits for the year
-
-


Total current tax
-
-

Total deferred tax
 
-
 
-


Tax on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(224,765)
(500,841)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(56,191)
(125,210)

Effects of:


Unrelieved tax losses carried forward
56,191
125,210

Total tax charge for the year
-
-

Page 20

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
7.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges at 31 December 2025. The Company had unrelieved tax losses of £1,951,769 carried forward at 31 December 2025 (2024 - £1,727,004), against which no deferred tax asset has been recognised. These losses can be utilised against future profits as they arise and do not have a limited lifespan. 


8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
1,293



At 31 December 2025
1,293





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Go Travelling Limited
Delphian House, New Bailey Street, Salford, M3 5FS
Tour operator
Ordinary
100%
The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Go Travelling Limited
(887,244)
(65,946)
Page 21

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


Debtors

2025
2024
£
£


Amounts owed by group undertakings
1,717,884
1,682,900

Prepayments and accrued income
33,356
35,241

1,751,240
1,718,141


Amounts owed by group undertakings are unsecured, interest free and repayable on demand. Whilst the balance is included within amounts falling due within one year, expectations are for these to be repaid over a period of longer than one year.


10.


Creditors: Amounts falling due within one year

2025
2024
£
£

Other loans
655,730
2,051,914

Amounts owed to group undertakings
2,295,460
1,395,231

Accruals and deferred income
35,000
-

2,986,190
3,447,145


Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Whilst the balance is included within amounts falling due within one year, expectations are for these to be repaid over a period of longer than one year.


11.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Other loans
718,819
-


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OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Other loans due within one year
655,730
2,051,914

Other loans due within 1-2 years
718,819
-

1,374,549
2,051,914


The Company's third party loan is secured by way of fixed and floating charges over the assets of the Company and its subsidiary, Go Travelling Limited. Following a breach of loan covenants in December 2023, the covenants were renegotiated in May 2024, which have not been breached since. 

In September 2025, the directors refinanced the loan arrangement with the existing loan provider, which had previously included a final balancing payment due on 31 December 2025. The new loan agreed is now repayable on a monthly basis over 2 years, ending on 31 December 2027, after which the full amount of the loan will have been repaid. As part of the refinancing, the interest rate applicable to the loan increased from 8.25% to 9.25%. 


13.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



129,290 (2024 - 129,290) Ordinary shares of £0.01 each
1,293
1,293

The ordinary shares of £0.01 each carry full voting rights, full dividend rights and full rights to participation in any capital distribution on winding up.



14.


Reserves

Profit and loss account

The profit and loss account represents all current and prior period retained profits and losses, less any dividends paid to the Company's parent.

Page 23

 
OTG MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Related party transactions

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other wholly owned subsidiaries within the Group. This is because the ultimate parent company prepares consolidated financial statements in which these transactions are eliminated in full.

During the year, the Company entered into the following transactions with related parties outside the group:


2025
2024
£
£

Beauport Nine Limited
Ultimate holding company of OTG Midco Limited
Management fees payable to the related party
35,000
250,000


16.


Post balance sheet events

During 2026, the Company will continue to operate as outlined in the principal activity note.

There have been no significant events affecting the Company since the year end.


17.


Controlling party

The Company's immediate holding company is Red OTG Bidco Limited, a company registered in England and Wales. Copies of the financial statements of Red OTG Bidco Limited can be obtained from Delphian House, New Bailey Street, Salford, M3 5FS.

The Company's ultimate holding company is Beauport Nine Limited, a company registered in Jersey. However, the smallest and largest group for which consolidated accounts are drawn up is that headed by Red OTG Bidco Limited, a company registered in England and Wales. Copies of the financial statements of Red OTG Bidco Limited can be obtained from Delphian House, New Bailey Street, Salford, M3 5FS.

The ultimate beneficial owners of the Company are Gregory and Nichola Wills.

 
Page 24