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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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RED OTG BIDCO LIMITED
COMPANY INFORMATION
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RED OTG BIDCO LIMITED
CONTENTS
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RED OTG BIDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
The Company is required by the Companies Act 2006 to set out in this report, a fair review of the business of the Company and Group during the financial year ended 31 December 2025, the position of the Company and Group at the end of the period and a description of the principal risks and uncertainties facing the Group. This review is prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed, and the business review should not be relied upon by any other party or for any other purpose.
The Company continued to act as the holding company for the 'Go Travelling' group. The Group trades as a travel tour operator with branches in the UK, Australia, New Zealand, Canada and South Africa. The latest financial period saw an increase in revenue to £26,982,057 (32% year on year growth) and an increase in gross profits to £6,768,081 (22% year on year growth). The progressive expansion of our tour portfolio into new regions and further penetration into existing regions has continued to drive growth. The directors are satisfied with the Group's performance during the year and expect that it will continue to grow in future years, based on increased forward sales for 2026 and into 2027.
The Group monitors and reports on a number of key performance indicators ('KPIs'), on which comparisons are made between financial years and against annual budgets. Key performance indicators form a significant part of monthly management reporting, and a summary of the main financial KPIs monitored is as follows:
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RED OTG BIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The following risk factors may affect the Group's operating results and its financial position. The risk factors described below are those which the directors believe are potentially significant but should not be regarded as a complete and comprehensive statement of all potential risk and uncertainties facing the Group. The directors do not feel that the risks in 2026 will be much different to those that were prevalent in 2025.
Economic uncertainty The demand for holidays is affected by local economic conditions. During 2025, rising costs across the economy have affected the cost of holiday arrangements and resulted in consumers having less discretionary spending available for travel. This, combined with consumer unease in relation to the current economic environment, geopolitical events and regional wars, has meant that the Group’s management have continued to review the Group’s financial position, as well as forecasts, and plan mitigation actions in order to neutralise any potential financial impact on trading performance. Whilst these factors have the potential to adversely impact trade, the expansion of the Group's tour portfolio into new regions and further penetration into existing regions has fully mitigated the impact. Management will continue developing new experiences and ranges in existing destinations whilst introducing new destinations to further mitigate the risks presented by concentrating revenues in any single destination. Regulatory risks The Group is exposed to various regulators, including the Civil Aviation Authority ("CAA") which issues an Air Travel Organisers Licence ("ATOL") and is required in order for the Group to operate. This licence is renewed in September each year and is subject to assessments of fitness and financial criteria, the framework of which is available on the CAA website (www.caa.co.uk). The Group has obtained and kept in force bonds to the value of £240,000 in support of the grant of the Group's ATOL. The Group is also a member of the Association of Bonded Travel Organisers Trust ("ABTOT") which demonstrates its continued adherence to high standards. Competition Competition in the travel industry is intense, and the Group competes against other travel agents and tour operators in the online market place. The Group seeks to constantly invest in its brand to increase public awareness as well as offer a wide selection of products from a wide range of suppliers at competitive prices to maintain its market position. Competitive advantage is maintained by focusing on the reputation of the Group's brand, excellent customer relationships, competitive pricing and the considerable advantage that comes from long-standing relationships maintained with the Group's Destination Management Companies (who operate the tours) and with major travel agent groups. Management monitors competition closely to ensure that the Group continues to be at the forefront of the industry in terms of its service offering. Commercial relationships The Group has well-established and close relationships with customers and suppliers, and risk is spread by not placing over-reliance on any one supplier in any particular area. However, if a relationship were lost or damaged with a major supplier this could have a detrimental effect on the business. The management team meets regularly with suppliers to maintain good working relationships and to understand the supplier's financial position. Information technology The Group is heavily reliant on the uninterrupted operation of its IT systems and website. These systems are vulnerable to power loss, fire, computer viruses and other events. Loss of these systems would impair the ability of the Group to carry on its business effectively. The Group has made arrangements to mitigate this risk with increased and continual investment in IT infrastructure, relevant technical support partners and its internal IT teams, who are responsible for maintaining its front and back-office systems. This is an area which will remain a key focus for the business in future years.
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RED OTG BIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Interest rate and cash flow risk
The Group has interest bearing assets comprising cash balances which earn interest at market rates. The Group's exposure to interest rate fluctuations on its cash deposits are managed by using short term, fixed and floating deposits. Credit risk Credit risk is minimised as all tours are required to be paid in full prior to departure. To the extent it exists, it is mainly attributable to receivables from customers not yet departed. Foreign exchange The Group is exposed to foreign exchange rate risk when it purchases overseas holiday services in currencies other than British Pounds. Monetary assets and liabilities are translated at the exchange rate prevailing at the statement of financial position date. All exchange gains and losses arising are taken to the Profit and Loss Account. The Group hedges this risk with forward exchange contracts and where not hedged, the Group bears the risk associated with such foreign exchange movements. Geo-political events and natural disasters The nature of the business exposes the Group to various commercial risks which may affect the trading performance of the Group. These include: - acts of terrorism, particularly in key tourist destinations; - epidemics in key tourist destinations which threaten the health of tourists; - wars or other international uncertainty which affects air travel; - natural disasters in key tourist destinations; - weather conditions, both in the UK and key tourist destinations; - changes in customer behaviour and preferences; and, - increase in government taxes. These factors may affect the Group by causing potential customers to cancel or postpone travel plans, reducing the earnings potential of the Group. The Group seeks to minimise such risks by offering products in a wide range of destinations. The Group holds comprehensive insurance cover for risk areas identified as being significant. Management take action as necessary, including seeking advice from external experts where relevant, to reduce risks to an acceptable level.
This report was approved by the board on 29 June 2026 and signed on its behalf.
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RED OTG BIDCO 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.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The loss for the year, after taxation, amounted to £969,842 (2024 - loss £1,672,047).
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).
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RED OTG BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors who served during the year were:
During 2026, the Group will continue to focus on expansion of its tour portfolio into new regions and further penetration into existing regions in order to continue to drive growth.
The Group continually looks ahead at opportunities to improve processes and efficiencies either through in-house technology development or alternatively investment in third-party cutting edge solutions.
The Group's loan covenants were renegotiated in May 2024 in response to the adverse trading impact from conflicts in the Middle East. The Group 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 Group 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 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 Group has 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.
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.
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RED OTG BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
During 2026, the Group will continue to operate as outlined in the principal activity note above.
There have been no significant events affecting the Group since the year end.
The auditors, White Hart Associates (London) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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RED OTG BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OTG BIDCO LIMITED
We have audited the financial statements of Red OTG Bidco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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RED OTG BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OTG BIDCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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RED OTG BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OTG BIDCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- We exercise professional judgment and maintain professional scepticism throughout the audit; - We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control; - We obtain an understanding of internal 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 Group's compliance with The Package and Linked Travel Arrangements Regulations 2018 (“PTRs”) and sample test relevant documentation to assess this and the effectiveness of its control environment; - We request and review the minutes of management meetings, and assess any matters identified not already provided for or disclosed that may materially impact the financial statements; - We review the Group'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.
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RED OTG BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED OTG BIDCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditors
2nd Floor, Nucleus House
2 Lower Mortlake Road
TW9 2JA
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RED OTG BIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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RED OTG BIDCO LIMITED
REGISTERED NUMBER: 13787130
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2026.
The notes on pages 18 to 40 form part of these financial statements.
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RED OTG BIDCO LIMITED
REGISTERED NUMBER: 13787130
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 40 form part of these financial statements.
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RED OTG BIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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RED OTG BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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RED OTG BIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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RED OTG BIDCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
As disclosed in the Directors' Report, the principal activity of the Company in the year under review was that of a holding company for the 'Go Travelling' group. The principal activity of the Group continued to be that of travel tour operators with branches in the UK, Australia, New Zealand, Canada and South Africa.
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
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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group's loan covenants were renegotiated in May 2024 in response to the adverse trading impact from conflicts in the Middle East. The Group 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 Group 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 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 Group has 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.
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Turnover derived from ordinary activities is recognised in the income statement on holiday departure date and is stated after trade discounts, net of VAT and after any other sales taxes for tours. Turnover for day trips is recognised on the date of booking. Other revenues and associated expenses are taken to the income statement as they are earned or incurred.
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 23
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which 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.
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.
Page 25
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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.
Page 26
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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. Goodwill and other intangibles Intangible fixed assets include goodwill and the Go Travelling brand. Both the goodwill and brand are estimated to have useful lives of 10 years. The directors have considered the carrying value of both goodwill and the brand intangible, and have concluded that no impairment is necessary at 31 December 2025. Investment in subsidiaries The Company reviews the carrying value of its investments in subsidiaries each year. The directors consider that the carrying value continues to be appropriate and have concluded that no impairment is necessary at 31 December 2025. External regulatory requirements The Group currently holds an Air Travel Organiser's Licence (ATOL), issued by the Civil Aviation Authority (CAA), which is subject to an annual renewal process leading up to 30 September each year. It is required by the Group in order to offer air inclusive holidays to customers. The CAA grants this licence on the basis of meeting agreed financial criteria. The Group has complied with these requirements during the periods presented and up to the date of signing these financial statements. The directors see no reason why the ATOL will not be renewed in September 2026 on substantially the same terms and conditions as currently agreed with the CAA. Deferred tax asset The directors have prepared and considered future forecasted profits and have concluded that it is probable that suitable taxable profits will be generated, thereby demonstrating that the deferred tax asset in respect of such tax losses will be recoverable. Key accounting estimates and assumptions The directors believe that there are no key accounting estimates and assumptions involved in applying the Group's accounting policies that warrant disclosure.
Page 27
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by source market:
Page 28
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 29
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 30
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Taxation (continued)
There were no factors that may affect future tax charges at 31 December 2025. The Group had unrelieved tax losses of £4,333,220 carried forward at 31 December 2025 (2024 - £3,675,377), against which a deferred tax asset of £192,795 (2024 - £256,196) has been recognised, made up of tax losses of £262,500 less accelerated capital allowances of £69,705. These losses can be utilised against future profits as they arise and do not have a limited lifespan.
Page 31
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 32
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 33
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Fixed asset investments (continued)
Page 34
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
See note 21 for details of the terms applicable to the above loans.
Page 35
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 36
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 37
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Profit and loss account
Page 38
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
At 31 December 2025, there were contingent liabilities outstanding in respect of counter indemnities and guarantees given by the Group, in the normal course of business, to the Group's bond insurance obligors in respect of Civil Aviation Authority and Association of Bonded Travel Organisers Trust Limited bonds amounting to £544,304.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £186,504 (2024 - £144,836). Contributions totalling £37,479 (2024 - £21,708) were payable to the fund at the reporting date and are included in creditors.
Page 39
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RED OTG BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There have been no significant events affecting the Group since the year end.
The Company's immediate holding company is Beauport Nine Limited, a company registered in Jersey. However, these are the smallest and largest consolidated financial statements drawn up that include the Company and its subsidiaries.
The ultimate beneficial owners of the Company are Gregory and Nichola Wills.
Page 40
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